They came in their thousands for the biggest auditions ever. And now, just 12 remain. Tonight, for the first time, they all sing live - for our votes.

For the boys it's Dannii with Andy, Leon and Rhydian. For the girls it's Sharon with Kimberley, Emily and Alisha. For the over 25's it's Louie with Beverley, Niki and Daniel. And for the groups it's Simon with Futureproof, Same Difference and Hope.

Tonight, each of the contestants will be performing #1 hits from the UK. Leona Lewis will be performing later tonight as well.

The girls get to perform first tonight for Sharon. Brian Friedman is offering up some creative advice with some dance crews which should make for some entertaining performances.

Kimberley
It's Raining Men
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Out of all the #1 hits that could have been sung, why oh why is this the one that made it to the top of the list? She seemed to have fun but unfortunately, I didn't. Louis thinks she brings the fun factor to the X Factor and despite not having the best voice, who cares. Dannii thinks she has a fantastic voice but she needs to watch over doing it. Simon thought it was fine if you like karaoke on a big budget. Sharon thought she did just fine for opening the toughest gig.

There's an impromptu breakout of "happy birthday" for Dannii who's celebrating another year today. Dannii is next to present one of her proteges.

Andy
I Don't Want to Talk About It
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This is another strange song choice. Dunno about you but I'm entirely bored. Louis loved his understated performance and thinks he's going to go a very long way. Sharon thinks he's fabulous but thinks he looks relieved now. Simon thinks he's a bit like a singing puppy and thinks he's capable of a whole lot more. Dannii says there is a whole lot more to come.

It's Simon's turn to show off one of his groups.

Futureproof
She's The One
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Um, Lipsyncing anyone? If not, some of them boys have some incredibly strange mouth movements during their singing. I found that very wooden and uninspiring. They definitely seemed to be a group that had been thrown together. Louis thought they did really well and that there are a couple of good vocalists and have the potential to do well but they were lacking confidence. Sharon observes the difference since the last time she saw them. Dannii is scared by how good they are but warns them about tuning. Simon shares Sean's issue with looking at himself in the mirror. He thought it felt as though they'd been together for a very long time.

Louie introduces his first performer from the Over 25's.

Beverley
I Will Survive
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Another annoying song selection. There are a few thousand songs to choose from and yet here we are listening to the same old thing. I'm feeling as though I'm sitting in a Karaoke bar tonight instead of watching the X Factor. Sharon thought it was like she's been performing all her life and can't believe she's a school teacher. Dannii thought it was an amazing transformation but thinks there is still more diva to come out. Simon thought it was very Stars in their Eyes but she can't sing Louie's record collection everyweek because she's got more than that in her. Louie says she may not be a great dancer but she's a fantastic singer.

It's Sharon's turn again and this time it's the youngest person in the competition.

Emily
I Knew You Were Waiting (For Me)
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Finally a good song choice. A couple of bad notes but it's good to see all those nerves are slowly evaporating. Louie thinks she has a lot of talent but wants to see more. Dannii loved the playfulness which really suited her and also wants to see her perform a ballad. Simon points out some of the bad notes. Sharon says they've heard a lot worse and thought she did fine with all the balancing of singing, dancing and school work.

Dannii introduces her boy who is doing it for his mum.

Leon
Can't Buy Me Love
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What a bizarre song choice for Leon. I never saw him as a swinger and crooner. At least he didn't choke I guess. Louis thought it was dreadful and he's so much better than that. Sharon thought it was all a bit frantic. Simon knows everyone is nervous but that was a nightmare and a complete mess and thinks he has taken the place of someone else who deserved to be there. Dannii makes excuses and tries to console him after the hammering from the other judges.

Simon brings out his brother/sister duo.

Same Difference
Tragedy
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It's nice to hear some good harmonies. They are incredibly cheesy but I guess that's pop for you. Definitely the best so far. Louis says they're really nice people but he thought it was a disaster. Sharon says they're double cheeseburger with bacon but she loves that. Dannii thought it was very entertaining and liked it. Simon would like to be them for an hour a day so he could be happy. Simon thinks they'd appeal to the same audience as the fans of High School Musical.

Louie has a very emotional contestant next up.

Niki
Nothing Compares 2 U
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This is another great iconic song and Niki is certainly connecting with it. She's incredibly overwhelmed by all the cheering for her. She'll go a long way in this competition. Sharon says she's in a class of her own. Dannii thinks she's a real singer but isn't sure she realises it yet. Simon thought it was fantastic but now she has to lift her shoulders and believe and want she can win and then says he thinks Louie needs to apologise to the Over 25's for not believing in them. Louie tells her it was the performance of the night so far.

Sharon's introduces her final contestant of the night.

Alisha
Dreams
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I quite liked that performance despite not really being a big fan of Alisha thus far in the compeition. Louis thinks she already looks like a diva. Dannii likes her voice but thinks she needs to work on connecting with her eyes down the camera. Simon wasn't sure that was the right song for her and is worried she might be vulnerable tonight. Sharon thought it was a crap song and she chose so people should get rid of her, not Alisha.

Dannii's final boy has his turn on the stage.

Rhydian
I'd Do Anything for Love (But I Won't Do That)
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The country is divided on this guy. People either love him or hate him. It's good for the show but I'm with Sharon. He reminds me of someone who could play the devil in a movie. Send him back to broadway. Dannii gives him a standing ovation before Louie says he doesn't know what to say. Sharon doesn't know what to make of him and then asks to see his chest. Simon says it was by far the best performance they've had tonight and he'd look forward to seeing him everyweek. Dannii thought it was genius and can't wait to see what he does next.

Louie says this final one is for the ladies.

Daniel
Heaven
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This isn't a very good vocal from Daniel at all which is incredibly disappointing as I thought he was possibly one of the more promising contestants heading into the finals. Sharon thought it was very nice but a bit dramatic. Dannii thought the vocal had improved alot since the rehearsal but thought it was a bit robotic. Simon thought it was a little boring and it left him not really knowing who he was. Louie says it wasn't the best performance of the night.

Hope
Umbrella
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This is an incredibly brave song choice. The voices aren't really that there tonight but they're looking great. Louis says that they look like they've been doing it for years and years. Sharon says they're sexy, good looking and can sing and hates them for it. Dannii thanks Louie for his idea. Simon thought it was as good as any girl group in the charts today.