"I know you're tired, but seriously, this is a five-million-dollar moment," warns Simon Cowell as the remaining 64 acts prepare to compete for the final 32 slots in the competition. 

And fierce competition there certainly is. So as boot camp continues and the bar is raised even higher, who wowed the judges and who crashed and burned?  

No doubt, tonight's episode features an overwhelming age gap, higher stakes and a slew of multiple personalities. 

So cue the sappy music and tears—'cause 68 hopefuls are gettin' the boot. 

But before we take you through the cry-babies, let's go back to the beginning. Starting off tonight? The last of the group performances followed by an intense decision from the judges, where they will send one-third of the acts home.   

The episode featured three remaining ensembles, who belted out tunes by Marvin Gaye, Rascal Flats and Snow Patrol, just to give us a taste of the soulful singers, country crooners and overly emotional contestants. 

Cheesy? Very.  But the performances did pave the way for some especially tough decisions. 

Like, who's going home first, as the judges waste no time in sending home an entire group of hopefuls.

So who's remaining? The last of the 64 contestants, who are now competing for the final 32 slots.  And the judges prepare to make their decisions by handing over a list of 35 songs to the contestants, where each contestant will then choose one song and perform for the judges. 

Oh, but there's a catch (you had to know that was coming):

The theater is now packed with people—as if they weren't already nervous enough

But no worries for our girl Rachel Crow, who begins the solos by belting out "If I Were a Boy."

And while we started off worried the song may be too mature for the 13-year-old, Rachel left us astounded and exuded maturity beyond her years. 

After the knockout performance, Cowell claims, "she's getting better" and tears are (again) rolling down Nicole Scherzinger's face (isn't Paula Abdul supposed to be the cryer?). 

Next up is a slew of emotional contestants and sob stories catering to every viewer's heart.  We almost had too much. 

Until Josh Krajcik comes along and provides us with some much-needed comic relief:

"The burrito work keeps me out of the whorehouse," jokes our resident funnyman.  But trust, no one was laughing when this dude took the stage and L.A. Reid even gives him a thumbs-up after the performance. 

So we're loving Rachel and Josh, but who's got us rolling our eyes and plugging our ears?

Simone Battle, for starters, who took the stage with a whole lotta confidence and very little talent to back it up. Girl even forgets all the words in the song by trying too hard to add her own twist.  Let's hope she learned her lesson. 

Follow that letdown with hottie Brennin Hunt, who delivers an equally disappointing tune. Simon puts his song to a halt and appears to have hit a breaking point, calling the bizarre renditions "total, utter, bulls--t."

MORE: X Factor Judges Simon Cowell and L.A. Reid Share Their Picks for the Season

But thank gawd we didn't hit pause after Cowell's meltdown because next up is the truly memorable performance of the night—Stacey Francis, who wowed the judges at auditions, but failed to impress during boot camp. 

Cue the first comeback of the competition, as Stacey reveals her father passed away the first night of boot camp and then goes on to deliver a breathtaking performance. You can literally feel her emotions when Stacey hits the stage, and even stone-faced L.A. can't deny the girl's got major heart.  We loved every minute. 

Time for the judges decisions as eight girls, guys, groups and over-30 contestants are chosen to make the final 32.  Each of these groups will then pair up with a judge and visit their home to continue perfecting their craft. 

So who made the cut? All three of our favorites: Rachel, Josh, and Stacey, along with our not-so-favorites, Nicole and Brennin. 

It's too soon to tell how this competition will go, especially as the judges prepare to train the hopeful remaining contestants. 

So who's paired with who?

Nicole Scherzinger's got the over-30 category, L.A. has the boys, and Simon's got the girls. 

So where does that leave Paula?

With the groups, of course.  To which Simon replies, "If you think about it, the groups have multiple personalities and they have Paula as their mentor."

Enough said.  It's going to be a very interesting season. 

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