Westchester New York teen Carly Rose Sonenclar is one step closer to winning 'The X-Factor' five million dollar prize. The pool of contestants were cut in half as the hopefuls were put in categories and placed with their judge mentors. Carly Rose will join the teens and receive the guidance of Britney Spears. Judging from the look on her face, she was shocked to make it through. Or maybe she was more shocked to see guest coach will.i.am. Carly Rose will perform for Britney and her guest coach will.i.am on tonight's episode at 8 on Fox.