Original Airdate: June 3, 2003

The third episode began with makeovers of all eight remaining contestants, in which some girls were more enthusiastic about their new looks than others. Later it was announced that each contestant would be posing with a guest model in that week’s shoot - a snake. While this terrified many contestants, the group managed to take strong photos as a whole. The day after the shoot, Adrianne was rushed to the hospitial for severe food poisoning, and she later forced her way out of the hospital and back to the competition so as not to be automatically eliminated. At panel, Nicole was ousted as she was deemed not committed enough to the competition.

• Bottom two: Ebony Haith & Nicole Panattoni
• Eliminated: Nicole Panattoni
• Featured photographer: John Ward
• Special guest(s): Jay Manuel

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