“The X Factor” will award the winning singer a $5 million contract to the winner. Millions of singers around the country came out to numerous cities to audition for the judges Simon Cowell, Demi Lovato, LA Reid, and Britney Spears.

The Judges in Austin, Texas!

Britney’s Judging Style – It’s Toxic!

AUSTIN, TEXAS

Shawn Armenta – I Trained Way Too Hard For This
Shawn Armenta is from Phoenix, Arizona and works as an Airline Baggage Handler. At fifty years old, he said he’s spent four hours per night from 6-10pm for seven days a week for one year and six months preparing for his “The X Factor” audition. He performed his own song called “Candy Girl.” Cowell reacted “you’re like a mouse trying to be an elephant…it’s just wrong.” Armenta reacted with “I worked too hard for this.” Demi said, “A lot of people work really, really hard for their dreams. But it’s not meant for everybody.” Britney said, “I want to know who let you on stage. I feel uncomfortable with you staring at me.”

Reed Deming – You’ve Got Steel In Your Eyes
From San Antonio, Texas, thirteen year old Reed Deming arrives to “The X Factor” auditions with everyone reacting to him saying “You look just like Justin Bieber.” He sang “It Will Rain” by Bruno Mars. Cowell stopped the audition short and said we’d like to hear a different song. Cowell could hear Reed’s nerves and requested to take-out most of the background music tracks. Deming continued his audition. Cowell said he wanted better vocals from Reed. LA Reid said “You remind me of this other little kid.” Britney said, “I think you are completely and utterly adorable.” Cowell said, “I think we could be looking at a future Pop star.” All of the judges voted “yes.”

Paige Thomas vs. Kaci Newton – If You Could Mix Carrie Underwood With Adele

Paige Thomas- It’s Not the Glitter That You’re Wearing
Paige Thomas is a twenty-one year old Mom from San Antonio, Texas. Paige sings “I’m Goin’ Down” by Mary J. Blige. The judges reaction to Paige’s audition was, Britney said, “you are so bright and beautiful on stage. You exude so much confidence. You’re flawless.” Reid said, “I don’t know why you keep delaying the inevitable. Girl you are a star. You remind me of a girl I met five or six years ago in my office and her name was Rihanna.” Demi said, “Your stage presence is absolutely amazing. You have that sparkle in your eyes and it’s not the glitter you’re wearing…you’re totally a superstar.” Cowell responded to Paige’s audition with, “What I love about you is you not only look and sound like a pop star. You have this beautiful kid. You have this responsibility and you’re taking that seriously, and that’s all wrapped-up and for me this is one of my favorite auditions. You are commercial with a capital ‘C.’ I think you’re special.”

Kaci Newton – I Want To Be A Legend
From Fortworth, Texas, Kaci Newton is twenty-two. When she entered the stage, Cowell said she reminded him of Britney Spears. Kaci sang “Firework” by Katy Perry. She said she takes modern songs and tries to make them her own. Cowell reacted, “This is going to sound odd. But, it sounded like you were dying.” All of the judges’ votes were “no.” Cowell told her, “you are quite annoying.”

PROVIDENCE, RHODE ISLAND:

Jennel Garica – I Was NOT Expecting That
Eighteen year-old Jennel Garica is from Rochester, Massachusetts and just graduated from high school. After her audition, LA Reid said, “Wow, feisty little fire ball. I am so feeling you!” Britney said, I was not expecting that. That was absolutely incredible.” Demi said, “You have such a cute face. Then all of a sudden, you’re on fire.” Cowell reacted with , “Jennel let me tell you something, you are on the money because right now that is what’s missing in the pop charts is a young Pat Benatar or someone like that. I like the idea of making a pop record or a rock record.”

Jillian Jensen – Stay Strong
Jillian Jensen is nineteen, also from Rochester, Massachusetts reveals to the judges that she was bullied a lot in middle school and high school. After her audition and judges tearing-up, LA Reid said, “I’ve never seen anybody take their experiences, take their pain and pour into a song like you did. That’s what this business is all about. You got it!” Briney said, “your voice is so raspy, and sexy and so beautiful.” Cowell said, “That was incredible. Like you said LA, it sounded like so much pain. This is not a time to be crying. It’s like Britney said. Like your tattoo – stay strong.” Demi said, “I felt it when you started talking about being bullied. But when you sang, you broke my heart.”

Patrick Ford – Meeting Britney Spears is Like Meeting God
Twenty year old cashier from Derry, New Hampshire said he “loves everything about Britney Spears.” Thomas arrived to the stage with a bouquet of flowers in a glass vase for Britney. Spears looked worried when she saw him. Ford sang Spears’ song “Circus”. His performance was cut short by Cowell who described Ford’ performance as, “It was like you had an argument with Briney Spears, got drunk, and decided to scream the song at her.” Ford said, “I would never get mad at Britney…Britney I love you.” Britney only acknowledged Ford with a “no.” Heart broken, he let Cowell give Britney the flowers then exited the stage. He then admitted that “it was a disaster.”

Carly Rose Sonenclar – Nerves Are Good
Carly Rose Soneclar from Westchester, New York, at only thirteen years old blew the judges away with her audition when she sang “Feeling Good” by Nina Simone. Britney said, “Miss thing, you are a little diva.” Reid said, “Honey you may be thirteen, but your soul is old.” Cowell said, “That’s not you singing. Someone is behind you singing that song. I’m going to need a lot proof. A star just walked out on that stage.” Lovato’s reaction was, “I want to buy your song right now. You’re also really confident which blows my mind because you’re only thirteen.”

SAN FRANCISCO, CALIFORNIA

The X Factor Arrives in San Francisco! You Only Need One!

Emblem3 & Vincent Thomas – We Are Not A Boy Band
Three brothers, Drew, Wes, Keaton from Huntington Beach, Ca., and Vincent Thomas from Los Angeles Ca. Thomas, now twenty-two, was part of a boy band in Europe at age sixteen. After his mediocre audition, Cowell said “Vincent you know there used to be those boy bands and there was one that didn’t sing. That’s you.” Vincent exited the stage while Emblem3 entered. They performed an original song called “Sunset.” LA Reid reacted, “I don’t like you. I love you.” Britney said, “I think you guys were very funky…I loved it.” Demi said, “I think you guys are so cute. You were so much fun to watch and I love your voice.” Cowell said “I loved everything about your audition from the minute you walked on….the guy who came before you, it feels like there’s a thirty year difference.”

Don Philip – I Did a Duet With Britney
From the Bronx, New York, Don Philip at thirty-two years did a duet with Britney Spears ten years ago arrived to the San Francisco “The X Factor” auditions with the belief that this is his “final chance.” Britney immediately recognized Don when he came onto the stage. After he sang, Cowell said, “I just have to give you the honest truth. The problem that you have is you just don’t have a good singing voice.” Britney said, “I feel like through the years you’ve gone through a lot of hardships and battles. But, your voice really isn’t up to the bar of The X Factor.”

Quatrele Da’An Smith – If Madonna, Bobby Brown and Dracula Had a Child
Cake decorator Quatrele Da’An entered “The X Factor” stage wearing a wedding dress. He said he was getting married to “The X Factor”. He sang “Born This Way” by Lady Gaga. Britney said, “You were off-key a little bit. But for the most part you were entertaining.” Cowell responded by saying, “If you imagine Madonna, Bobby Brown and Dracula had a child. It would be you. But in a weird way. I quite liked it!” LA Reid voted “no”. Britney and Demi voted “yes.” Cowell stated, “sometimes I have to embrace the madness. Today I am. I say yes.” Reid was in shock and said, “You guys have gone mad”.

Jason Brock – Back to Planet Earth
This tech-support worker has high hopes of becoming a star at his “The X Factor” audition. He says, “If Britney is hungry she’s about to get a filling of talent!” He says that customers have asked him to sing to them. Brock sang to the judges, “New York State of Mind” by Billy Joel. Simon responded that he was preparing himself for the worse. “Then, suddenly we’re at your concert. I loved your audition.” LA Reid said, “You are completely flawless. You are every song’s best friend.”

Lexa Berman – Jersey Shore Meets The Kardashians
Lexa said, “There’s no plan B for me. My dreams come true or I have to marry rich into someone’s family!” Simon and LA Reid were smitten with Lexa immediately. Cowell said, “you’re like Jersey Shore meets The Kardashians.” After her performance, Britney reacted with, “It’s like one tone when you were singing.” Demi said “The problem is you came off as over confident and it wasn’t likeable” Cowell said, “You’re not the best singer in the world but I like you’re attitude. The problem is most people won’t like you.” Simon was the only judge that wanted to give her a second chance. As Lexa walked away, Simon said “There’s a whole lot of junk in that trunk.” Our play-by-play of Lexa Berman audition here: Lexa Berman audition – how we saw it!