A group of women over 35 years of age audition for a chance at winning a modeling contract.
The chosen ten women face their first challenge, a nude photo shoot.
The remaining eight model-wanna-bes take their first walk on the catwalk for a show.
The remaining seven women are challenged to conquer the flying trapeze. Also, the girls will work on a photo shoot with male models.
The five remaining contestants are challenged to act in a commercial with a special guest star. The winners will receive some time with their family and friends.
The first challenge for the 20 would be models of 35-years old or more will take place on top of the runway, which will determine which of them remain in New York for a chance at winning a lucrative contract.
The contestants take on their first challenge of a glamorous photo shoot, after facing their criticism from the casting agents.
The contestants are challenged to a photo shoot in their underwear inside of New York City's Central Park in extreme weather. Then, an elimination contest includes the use of trampolines.
After addressing the women's wardrobes, they are taken on a shopping spree, and the contestants learn how to become mannequin models.
The contestants mental and physical limits will be put to the test when their challenge helps them confront their biggest fears.
This episode's challenge features a "working mom" competition which tests the women's multi-tasking abilities and the winner will temporarily gain immunity from elimination. Then, a photo shoot in lingerie and with a male model presents a different type of challenge.
The remaining contestants receive help from model and TV personality Beth Ostrosky in a competition in which they portray TV hosts, and a second challenge finds them cast as spies in a scene from an action movie.
Season 2 ends with the remaining contestants participating in a pair of photo shoots in Miami...one is on the beach in swimsuits, and the other is with exotic animals as they walk the runway with pro models in a fashion show.