Twenty four model hopefuls arrive at the casting of their lives. There they meet the model mentors Cheyenne Tozzi, Naomi Campbell, and Nicole Trunfio, who will each assemble a group of four models to be a part of their team. After half of the contestants are gobbled up in two separate eliminations, the final twelve prepare to compete to become the new face of Olay.

Naomi watches the twelve finalists perform in their first test shoot challenge, where they must pose with miscellaneous items in order to win a Givenchy handbag. For the campaign, the teams are styled by their mentors for a Marie Claire editorial. One of the mentors is not pleased by the outcome of the first elimination, and decides to confront Naomi.

The remaining eleven models take part in a 'who wore it better' test shoot overseen by Cheyenne. The girls are later taken to a circus, where they learn that they will have to perform in a Max Factor commercial portraying different roles. In a shocking turn of events, one of the models is forced to withdraw from the competition. After the elimination, one of the teams is reduced to just two girls.

For the challenge, the models must jump on a trampoline to create dynamic body shapes. The winner receives a $1,000 shopping voucher from G Star, who also provides the clothes for the challenge. The girls must later pose with their teams in a sporty Stylerunner photo shoot to create an edgy online advertisement for the brand's website. It's one girls' moment on top of the sun as she is showered with praise from both the client, and her team. Team Nicole receives yet another blow, and Anouska becomes the sole member of her team.

The models are given two minutes to run back stage, undress, and re-dress into a runway outfit. The winner of the challenge receives a collection from ASOS, along with a feature on Naomi Campbell's website. The contestants later face their biggest campaign yet; walking down 250 steps for a Steven Khalil wedding dress runway show at the Sydney Opera House in front of a crowd of 500 people. The best performing contestants are given the opportunity to front Khalil's next online campaign. Drama ensues after one team is obliterated following elimination.

It's the week of the semi-final, and the remaining six contestants face the last test shoot of the series. In it, they are asked to portray a wide range of emotions. For the final campaign, the girls are introduced to their client, Lexus Brand Ambassador Yolande Waldock. It is explained that each model will be tied to a cable that will enable them to jump over their partner for the shoot: a brand new Lexus CT 200h. The tight race between the teams sways if favor of team Naomi, and for the first time since the beginning of the series, team Cheyenne loses another member.

As the competition comes to a head the girls face there final challenges which sees five become three. Then in a spectacular runway finale in front of a 500 people the winner of The Face is announced.