It's Make-Over Time and reality star Kris Jenner is the guest judge. Some of the models resist getting make-overs and a few of them are unhappy with their new looks. The women take part in an unusual photo shoot where they have to model as toddlers while posing with Kris as well as her daughters Kendall and Kylie. Kelly Cutrone and Nigel Barker join guest judge Kris Jenner and Tyra Banks on the judges' panel for elimination.

The women have to create an ad campaign, which includes casting, wardrobe, providing props and hair and make-up. During the challenge, the models are mentored by Kelly Cutrone, who intimidates some of the women. At the photo shoot for the campaign, some of the models cannot handle the critique and start to break down. One model in particular clashes with Kelly and walks off the judging panel. Kelly Cutrone and Nigel Barker join guest judge Cat Deeley and Tyra Banks on the judges' panel for elimination.

The American women start to break down while the British rally together. One of the women feels defeated and considers leaving the competition. At the challenge, the models are asked to create their own television commercial. During the photo shoot, the women model British couture hats while posing in vintage American cars. Kelly Cutrone and Nigel Barker join J. Alexander and Tyra Banks on the judges' panel for elimination.

The women head to Toronto for fashion week where they have to go on castings to book modeling jobs. Some of the models get discouraged when they don't book any runway shows. At the photo shoot, the women pose in foliage while being covered in maple syrup. Kelly Cutrone and Nigel Barker join guest judge Beverly Johnson and Tyra Banks on the judges' panel for elimination.

The women are mentored by "America's Next Top Model All-Star" winner Lisa D' Amato as they are divided into teams to create and record music videos. One model in particular has a tough time catching on to the choreography. At the video shoot, former Pussycat Doll Jessica Sutta and Girls Aloud singer Nadine Coyle are brought in to offer their expertise. Kelly Cutrone and Nigel Barker join guest judges Jessica Sutta and Nadine Coyle as well as Tyra Banks on the judges' panel for elimination.

The models must collaborate with young girls on a PSA for an anti-bullying campaign; singer Estelle poses with the contestants during the photo shoot.

The models go to castings for the opportunity to open a fashion show for one of the Dorchester Collection Fashion Prize finalists with fashion's elite, including Marchesa's Georgina Chapman in attendance. At a photo shoot, a few of the women struggle while modeling heavy Hello Kitty couture gowns. Kelly Cutrone and Nigel Barker join guest judge Georgina Chapman as well as Tyra Banks on the judges' panel for elimination.

The final six women head to Macau, where they get a reading from an astrologer and are challenged with re-creating their auras through fashion and beauty. At the photo shoot, the models have to pose in exquisite silk gowns, while accessorized with silkworms crawling on their bodies. Kelly Cutrone and Nigel Barker join guest judge Barney Cheng as well as Tyra Banks on the judges’ panel for elimination.

The models are challenged with having to learn a fight sequence and act in a scene with Nicholas Tse, international actor and pop star. The pressure is on as the women have to pose while harnessed atop a high rise tower in extreme rain and wind. Kelly Cutrone and Nigel Barker join guest judge Nicholas Tse as well as Tyra Banks on the judges’ panel for elimination.

The models make their way through Hong Kong to attend go-sees, where one of the women loses her confidence and crumbles under the pressure. At the photo shoot for the “America’s Next Top Model” fragrance, Dream Come True, the stakes are raised as the models pose in front of the client, Hatch Beauty founder Ben Bennett. Kelly Cutrone and Nigel Barker join guest judge, photographer Jez Smith, as well as Tyra Banks on the judges’ panel for elimination.

Rewind and review the challenges, photo shoots and dramatic personalities that make up the British Invasion cycle of “Top Model."

The final models participate in their Covergirl commercial and photo shoot, where one of the women has a panic attack and is taken to the hospital. For the first time in "Top Model" history, the women will take part in a holographic runway show interacting with lifelike images and also walk in sync with the outline of their own bodies. Kelly Cutrone and Nigel Barker join Jay Manuel and Tyra Banks on the judges’ panel to choose the winner.