The 14 girls all go to an interview with the press where they are asked why they want to win. Lisa is disappointed in Aaron, Leanne and Martha for not saying they think they can win, but says she is impressed and excited by Alex.

The first challenge is about pairing up and picking your partners best and worst features. Lynzi and Sophie win the challenge and are rewarded with a day out with two other couples. Upon their return Stefanie calls a house meeting over the kitchen being filthy and verminous.

The girls then receive Lisa Mail about their first photoshoot and later find out it's a topless shoot in pairs. At judging Leanne, Rachael and Catherine receive praise while Aaron, Sophie and Martha are criticised.

The judges like Alex's photo but when she says she doesn't like it, it turns them off, and they think Stefanie's confidence comes off as arrogance. In the end, Aaron and Sophie end up in the bottom two with Sophie being eliminated.

The girls are sent on a crash course in dance with top choreographer Supple. When Supple asks for them each to freestyle he is not impressed with the girls' moves and goes on to announce that only one person has a glimmer of potential, Leanne. The girls then get a runway lesson from top fashionista Jeanette who has the girls walk in seven inch platform stilettos designed by Terry De Havilland. Leanne, having done well in the previous task, breaks down into tears after falling flat on her face during the runway challenge.

Jeanette and Terry then choose the best seven girls - Aaron, Catherine, Charlotte, Lauren, Lynzi, Martha and Rachael - to win this weeks prize. The seven winners get to take part in a fashion show featuring the work of top designer Scottee - whose dresses are all made out of paper. The girls also wear the seven inch platforms they wore in the challenge earlier. Then at the photo shoot the theme was "Girl's Night Out" with all the girls getting different scenarios.

The girls are told that they are getting their makeovers in a Lisa Mail. Once they arrive at the salon, they discover that all the mirrors have been covered with black paper - to prevent the girls from seeing their makeovers till they are completed. Aaron, Charlotte, Rachael and Stefanie begin to cry at the thought of having their hair cut off but most the girls are happy with the final result. Alex threw a temper tantrum at the thought of getting her hair cut, but she - like the others - was pleased with the final result.

The challenge was a bucking bronco advertisement for the ever so cheesy "Britain's Next Top Model Hairspray" in which they had to learn a script and bring some comedy to the challenge. Leanne was shocked once it was announced she had won and a lot of the girls (especially Lisa) were annoyed. Back at the house a split was caused as the more sensible girls (Martha, Lynzi, Lauren, Louise, Lisa, Stefanie) stayed upstairs as the others led by Rachael made clothing out of kitchen utensils and rolled around naked in chip fat and mayonnaise.

For this weeks photoshoot they had the added element of working with a small dog, however Aaron, Lauren and Lisa had to pose with a Weimaraner. Gerry was extremely impressed with Martha who brought emotion and poses to the shoot but was very annoyed with Louise who walked onto the shoot looking like she'd just been slapped in the face with a hot frying pan. Lisa and Rachael gave great shots but Stefanie and Lynzi lacked to produce anything editorial.

At the judging panel a lot of comments were made on the dire advertisements and the judges gave mostly good comments to the girls on their photos. In the end, Louise and Lauren end up in the bottom two, and Louise is sent home.

The girls took part in a challenge for Jai Kudo glasses, to which the girls had to use their facial features to portray their set emotion, Stefanie excelled in this and won a set of Jai Kudo frames. They then later had to put together an outfit that showed their own personal style, in which Stefanie's glamour look is criticized, and Alex is again frustrated by her makeover. In the end, it is Charlotte that wins the challenge and is, coincidently, booked by the client for a future job.

At the weekly photoshoot the eleven hopefuls were greeted by Gerry Deveaux and Giorgio Guidotti, of Italian fashion house, Primarni. Gerry explained the shoot was for the latest collection by SportMax – one of Max Mara's labels – and that the girls had to be photographed elegantly climbing out of a lowered sports car whilst retaining their dignity. Many of the girls struggle, much to the disappointment of the judges, in particular Lauren's focus and Stefanie's editorial potential is questioned.

In the elimination, Lisa and Lauren were in the bottom two. The judges agreed that they should had both been further on in the competition than they were, but the girls had to wave goodbye to Lauren after her second consecutive appearance in the bottom two and Lisa is saved.

The girls meet with TV star, June Sarpong to learn interview skills, and are watched undercover by two magazine journalists who praise Charlotte for being the most relaxed, Leanne for her story which "many would like to hear about" and Lisa for playing up to her androgynistic look. They say that Catherine and Martha were a 'breath of fresh air', but not interesting enough. Stefanie reveals during the interview that she once dated Lee Ryan, which sparks some snide comments from the other girls, with Alex saying they weren't interested by this fact at all.

The claws are out as the girls critique each other during the challenge, which was walking down a spiral staircase with poise and elegance. Martha receives praise all round, as does Rachael and Lisa. Rachael wins the challenge, and chooses Charlotte and Aaron to share her prize of attending a showbiz party, whose guests include Louise Redknapp and many others. While at the house the remaining girls remove Aaron's bed as a prank. This causes tension on Aaron's return between Lynzi and Aaron, and in turn, Leanne and Aaron. Eventually almost all the girls end up arguing with somebody (except Rachael who was criticized by the other girls for avoiding any conflict). Stefanie and Charlotte come to blows, as during an argument, Stefanie imitates Charlotte's Liverpudlian accent.

This week the girls learn some new choreography with Supple, who has returned after training them in a previous episode. Alex and Aaron struggle with the dancing challenge, as do most of the girls except Stefanie who picked up the moves well. Yet, Stefanie did not win the challenge much to her disappointment, but was told she had a lot of potential. Ironically it was Alex who won, along with Rachael, Leanne and Catherine, who all performed their routine in a live concert.

For this week's photoshoot, the girls are told they are to pose for an album cover, and one of them will actually be used. The girls had to pose in a white space in bikini's, imagining they were at a beach. Leanne becomes very self conscious about her body, and Charlotte laughs through most of her shoot, much to the annoyance of the photographer.

Lisa Snowdon decided she would treat the girls and had arranged for The Bar Wizards -finalists on last years Britain's Got Talent- to come and make cocktails. All the girls enjoyed themselves, but Aaron once again drank too much.

At the judging panel, the judges were critical of a lot of photos, but praised Alex and Stefanie, and announced Leanne was chosen as the cover. Martha, Rachael, Catherine and Lisa produced poor photos, much to the disappointment of the judges. Charlotte was heavily criticized by the judges for showing up to the shoot with a bad attitude. In the end it was Charlotte and Lisa in the bottom two, Charlotte for not taking the competition seriously, and Lisa for producing a bad photo once again. Lisa was sent home after being in the bottom two three consecutive weeks.

The models face an acting challenge which includes a steamy kissing scene with guest actor Guy Burnet. The acting lesson serves as practice, as they later go on to film a commercial for jewellery, in which two girls are chosen as feature roles. It is revealed later at panel that the chosen girls are Alex and Catherine. The commercial causes a problem for Rachael as it involves moving around a set of fire, which she is affraid of, yet on set she seems to have no problem at all. This annoys Catherine and she confronts Rachael back at the house, in which Alex sides with Catherine. This then provokes Stefanie into defending Rachael, leading Catherine into calling her two faced. Charlotte then attempts to defend Rachael as she is angered by Catherine when she tells Rachael she doesn't like her facial expressions, Catherine retaliated stating Charlotte talks down to people. Leanne tries to calm things down and also defends Rachael, but is criticised by Catherine for being a 'clown'

The photoshoot this week is a couture shot where each girl had to portray a different emotion.

The girls had to pose as different types of mannequines for their photoshoot.

Stefanie began to panic before her shoot as she didn't have a chance to take her epilepsy medicine, and she was worried about the camera flash. She didn't let the worry affect her shoot and delivered an excellent photo, which the panel admired. Rachael also delivered a good photo but her sincerity was questioned by the judges. It was Charlotte and Aaron who ended in the bottom two this week. Charlotte's photo was unsatisfactory as she lost the beauty in her facial expression, Aaron on the other hand showed beauty but lacked any energy in the shoot. In the end it was Aaron who was sent home as the judges agreed she should have progressed further by this stage in the competition.

First, the girls are put through a series of circus 'acts' including a tightrope competition and swinging from a trapeze, which Alex has trouble with due to her fear of heights. Later, Stefanie confronts Alex about how Alex speaks badly of her behind her back; a row ensues, leaving Alex and Stefanie's friendship in tatters. The next day, the girls are asked to model dresses on plinths in London's streets for an hour, changing their poses every five minutes; the task was won by Rachael, who got not only to keep her £1000 dress but also to invite two friends along for champagne (Charlotte and Stefanie), whereupon she was presented with a beautiful necklace worth in the region of £5000. Back at the house, Catherine and Alex decide to play a series of pranks on the three absent girls, including rubbing soap onto their toothbrushes, putting washing up liquid in Rachael's deodorant and leaving Stefanie a note 'reserving' her washing up but clearing everything else up. Before they return, Catherine's guilt gets the better of her and she disposes of the deodorant, but leaves the other pranks before pretending to sleep on the sofa with Alex. Upon the other girls' return, they confront Catherine and Alex, only for Alex to deny it was anything other than a 'harmless joke', as well as both the girls denying they touched the others' toothbrushes. Next, they are visited by Lisa herself, who reads them their Lisa-mail and presents them with 2 dresses each, whilst commenting Alex is not 'girly' enough. The girls then had to pose for beauty shots in Zandra Rhodes dresses, and under the designers direction, in the style of sporting events:

The girls start the week by attending a casting session with Sadie Frost and Jemima French, in which the girls are judged on their overall look and performance. The girls then view an African Tribal dance in which Lisa Snowdon is carried in at the end. Lisa informs the girls that whoever makes it through the next elimination, will continue the competition in South Africa.

They then meet up with Caroline Barnes and Sophie Beresiner for a beauty editorial. Firstly, they looked at the girls portfolios in which they say Alex's look is not interesting and Catherines may be limited. Stefanie on the other hand was complimented on her look and versitility, and Rachael was heavily praised for her portfolio. The girls then did a beauty shoot infront of each other. When it was Rachael's turn to model, Alex got bored and didn't pay attention which Rachael found off putting and rude. The girls then had to choose out of each other who was the best in that shoot, to which Alex and Rachael chose Catherine and Stefanie and Catherine chose Rachael. As it was a draw, Stefanie and Alex had to choose between themselves who out of Catherine and Rachael would win the challenge. Rachael realised Alex would not back down on her decision and therefore withdrew herself and Catherine won.

Back at the house, Rachael got annoyed with Alex's bad attitude and confronted her, to which Alex hid herself under her bed covers. Rachael said Alex was being childish about the discussion and didn't seem to want to win as much as everyone else, to which Alex shouted back and then refused to acknowledge Rachael and Stefanie's opinions.

The photoshoot was for the cover of Company Magazine and who ever wins the competition will have this as the actual cover. Lisa was also there to interview the girls on how things were back at the house, to which Stefanie reluctantly mentioned Alex's bad attitude, and Rachael revealed how much Alex was rude in the previous challenge and that she didn't think Alex deserved to win on looks alone. Lisa then questioned Alex and Alex assured her that she was determined to win and lied about not paying attention in the challenge.

At the judging panel, the girls were asked about why they thought they deserved to be Britain's Next Top Model, to which Stefanie's heartbreaking speech about her struggle to overcome her glamour look touched the judges. Stefanie's beauty shot was described as 'perfection' and her cover showed her lucious look. Both Rachael's photos were also heavily praised by the judges. Catherines beauty shot was praised by the judges but her cover was not well recieved. Alex's beauty shot was also praised, but her pose on the cover bothered some of the judges as she lost her neck.

In the end Catherine and Alex ended up in the bottom two this week. Lisa described Alex as having a cool funky edge, and Catherine as having a high fashion look and interesting beauty. In a surprise twist, both were put through to go to South Africa and noone was eliminated.

In the finale the girls do one last photoshoot with animals in the South African bush. Then, after one girl is eliminated, the girls participate in an African runway show and 'Britain's Next Top Model' is crowned.