The girls met Miss J. and acting coach Barbara Terrinoni, who taught them about acting and emoting. Later, their personalities and confidence were put to the test when they met one-on-one with Vogue Italia's editor-in-chief, Franca Sozzani. Franca was impressed by Ann’s pictures, but ultimately chose Chelsey to win the prize of a private viewing of Leonardo Da Vinci’s “The Last Supper” with André Leon Talley, as well as an overnight stay at a seven star Milan hotel called the Town House Galleria, which she shared with Kayla.

The remaining models arrive in Marrakesh, Morroco, where they get to explore the city and enjoy the sights. During a challenge, one of the girls has a meltdown when none of the designer clothing fits her figure. At the photo shoot, one of the models is chastised for trying to direct the shoot, while another deals with body images issues that threaten her photos. Vogue Italia Editor-in-Chief Franca Sozzani joins the judges' panel to decide which girl will be eliminated and leaving Morocco.

he four remaining girls taste the delicacies in Morocco and, during a difficult challenge where the girls must conduct a tea tray-balancing dance with a twist, one of the models loses her cool. At the photo shoot in the outdoor market, one of the girls tries to overcome feeling sick, while another loses her confidence. London based fashion designer Daniella Issa Helayel joins the judges' panel to help choose the final three models.

It is down to four women and the competition is intense. The All-Stars have to write a fashion blog for Editor-in-Chief of Vogue Italia, Franca Sozzani and also get the opportunity to work with Tyra on a motion editorial.