We kicked off auditions in London, with guest judge Rita Ora joining the panel for the try outs.
First on stage was [tag]Rylan Clarck[/tag], who was hoping to move from modelling to singing.
The 23-year-old managed to scrape through to bootcamp after performing Kissing You by Des’ree for the panel, but it was a close call.
"Rylan, love your personality, hate your voice, really strange song choice as well," Gary had told him.
Chimmney sweep [tag]Kye Sones[/tag] took to the stage next, performing a mash up of Whose going to save the world tonight/RIP by Rita Ora.
The panel loved Kye Sones' RIP cover, including guest judge Rita herself!
"Kye, Oh my gosh. You made RIP sound so cool man!" she gushed. "Can I tell you something….you’re a superstar! You’re an actual superstar."
[tag]Lucy Spraggan[/tag] was next up as auditions moved back to Manchester with guest judge Mel B, singing an original song for the judges.
"I’m going to sing my own song called ‘Last Night’ which is about when you wake up on a Sunday and you’ve got Beer Fear of what you did the night before…if anyone can relate to that!" she explained.
Lucy's 'Last Night' impressed the X Factor judges, who put her through to bootcamp without hesitation.
"Oh Lucy, you have completely and utterly got me sold, that song there is going straight on my ipod. That clever, kind of rappy singing, it’s funny, it’s intelligent the way you put your lyrics in…" Tulisa raved.
Moving to Newcastle with Nicole Scherzinger, and auditions weren't going well.
Billy's take on Don't Stop Believin' even had him branding it rubbish!
He said of his own performance: " I’m killing this, sorry about that, I’m absolutely murdering it, it’s not happening. It’s not working here like. Sounds awful that. That was a bad idea"
Meanwhile 16-year-old Sophie was told by Nicole after her audition: "Well let me start off by saying you Sophie, are a beautiful girl, I’m not going to lie, you have power and projection unfortunately we were missing the pitch and the tone, yeah, you need all of those things."
[tag]James Arthur[/tag] however made the Newcastle auditions worth it with a mash up of his own lyrics and Young, Tulisa.
Tulisa raved: " James when you’re up there I just see you get lost in that world, it’s just you, the microphone, the guitar, best audition of the day"
The X Factor continues next week.
Browse pictures of tonight's X Factor below...