After returning from Paris and the elimination of Robin, the girls resume living in the Flatotel, learning more about go-sees and auditioning for fashion shows. Baby Phat productions, created by Kimora, is holding auditions for their up and coming show and the girls try out. Elyse, Shannon and Adrianne get some more pointers from Tyra on how to walk a catwalk. Elyse remarks that Shannon will surely be the next to be eliminated because of her refusal to pose nude.
The girls have some free time to shop and explore NYC and discover the fun side of Shannon. After a sleepy performance in front of a lecture on go-sees from a top fashion expert, Elyse is eliminated from the competition.
So Shannon and Adrianne are left for one more challenge, to work it with the top models in the biz at the Baby Phat fashion show during NYC's fashion week. Shannon and Adrianne both strut their stuff and impress the judges. Tyra explains that she really has no idea who will end up on top. The judges examine Shannon and believe she has a lot to offer and has the right look, but a little too home grown, while Adrianne has got an edge and an unique beauty, but needs some serious polish.
In the end Adrianne took first place and Shannon was gracious as ever when she hugged a shocked Adrianne and screamed 'congratulations'. Adrianne is sure this will change her life and now she will be able to provide for her family.