THE MODELS' IMPROVISATIONAL SKILLS ARE TESTED IN A COVERGIRL COMMERCIAL, AND ONE LUCKY GIRL WINS A GUEST STARRING ROLE ON "VERONICA MARS," ON "AMERICA'S NEXT TOP MODEL," WEDNESDAY, APRIL 5 ON UPN

MTV's Nick Cannon ("Men In Black II") Makes A Special Appearance

"The Girl With Two Bad Takes" -- After getting a lesson in improvisation at the legendary comedy workshop The Groundlings, the models are challenged to successfully deliver a mostly-improvised CoverGirl commercial, and one lucky girl, whose improv skills are superior, wins a guest starring role on "Veronica Mars," on AMERICA'S NEXT TOP MODEL, Wednesday, April 5 (8:00-9:00 PM, ET/PT) on UPN. Nick Cannon ("Men In Black II") makes a guest appearance.

Later, some of the models appear in a public service announcement about HIV prevention in support of KNOW HIV/AIDS, a joint venture between CBS Corporation and Viacom, in partnership with the Kaiser Family Foundation.

PARTICIPANTS:
Brooke, Student; age 22 of Corpus Christi, Texas
Danielle, Babysitter; age 20 of Little Rock, Ark.
Furonda, Student; age 24 of Stuttgart, Ark.
Gina, Translator; age 21 of Tampa, Fla.
Jade, Restaurant Hostess; age 26 of Philadelphia
Joanie, Sales Associate; age 24 of Beaver Falls, Pa.
Kari, Student; age 18 of Brookings, S.D.
Kathy, House Painter; age 20 of Brevard, N.C.
Leslie, Student; age 18 of Higley, Ariz.
Mollie Sue, Waitress; age 25 of Tampa, Fla.
Nnenna, Chemist; age 24 of Houston
Sara, Student; age 22 of Davis, Calif.
Wendy, Retail Assistant Manager; age 22 of New Orleans

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

RATING: To Be Announced