Sixteen models must convince academic Renaissance man Ben Stein and fashion industry guru Mary Alice Stephenson that they have brains as well as beauty. But not everyone can spell success or walk and talk their way down a runway! Who will make the callback, and who will be sent packing?

The 12 remaining models must pair up and compete in a game show challenge called "Puzzle Me Pretty", where the prizes are clothes and props for a high-fashion photo shoot. The losers must pose completely naked.

The remaining models must eat and exercise to win their way to the next callback.