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

See Carly arrive at Britney Spears home with the other teens and get the news only 4 of the 6 will move on to the live shows.  Good luck Carly, we'll be watching and rooting you on.

Fox
Fox

Country boy Willie Jones also was shocked to find out he made it through and was placed on Demi Lovato's team with the young adults.  He performed for Lovato and her guest coach Nick Jonas.  Willie decided to give 'Nobody Knows' one last try after forgetting the lyrics at Boot Camp. He nailed it at Lovato's home.