TENSION BETWEEN THE GIRLS COMES TO AN EXPLOSIVE HEAD, AND THE MODELS SHIP OFF TO THEIR OVERSEAS DESTINATION, ON "AMERICA'S NEXT TOP MODEL," WEDNESDAY, NOV. 16 ON UPN

Special Guests Include "Entertainment Tonight" Correspondent Kevin Frazier, Model Jenny Shimizu, and Celebrity Photographer Mark Anderson; Photographer Nick Maroudias Serves as Guest Judge

"The Girl Who Talks Behind Everyone's Back" � Emotions explode when one model is confronted about constantly talking behind her competitors' backs, and "Entertainment Tonight" correspondent Kevin Frazier teaches the girls about the importance of never letting their guard down in public, as he reveals candid photos that they didn't know were being taken of them, on AMERICA'S NEXT TOP MODEL, Wednesday, Nov. 16 (8:00-9:00PM, ET/PT) on UPN. Special guests include Model Jenny Shimizu, celebrity photographer Mark Anderson and photographer Nick Maroudias, who also serves as guest judge.

Later, the participants arrive at an overseas destination and are swarmed by paparazzi. At the photo shoot, the models are challenged to stand out from their competitors when they all pose together, wearing only underwear, inside a tight telephone booth.

PARTICIPANTS:

Ashley, Boutique Buyer; age 22 of Fort Lauderdale, Fla.

Bre, Student; age 19 of Harlem, N.Y.

Cassandra, Student; age 19 of Houston

Coryn, Retail Clerk; age 19 of Minneapolis

Diane, Criminal Defense Investigator; age 23 of Orlando, Fla.

Ebony, Student; age 18 of Sylmar, Calif.

Jayla, Delivery Driver; age 20 of Tucson, Ariz.

Kim, Student; age 21 of New York City

Kyle, Dairy Queen Manager; age 19 of Dexter, Mich.

Lisa, Assistant Wardrobe Stylist; age 24 of Los Angeles

Nicole, Student; age 19 of Grand Forks, N.D.

Nik, Office Coordinator; age 21 of Atlanta

Sarah, Fragrance Counter Representative; age 18 of Boonville, Mo.

The winner of UPN's AMERICA'S NEXT TOP MODEL will have the opportunity to be managed by Ford Models. She will also receive a $100,000 contract with cosmetics giant CoverGirl. Finally, the winner will appear in a fashion spread in Elle magazine and appear with Tyra Banks on the cover of ELLEgirl magazine.

RATING: To Be Announced