Dermot O'Leary returns to present the opening set of auditions from the fifth series. Cheryl Cole joins the judging panel. The auditions come from Manchester, London and Cardiff. The judges are worried about the lack of talent in Manchester after some awful auditions. When the auditions move on to London the boyband JLS impresses all the judges as do Shauna, Austin and Rachel. The auditions move on to Cardiff where brothers Ant and Seb fail to impress the judges. 16 year old Alexandra fairs much better and manages to impress all the judges as does Marlon, Andrew and Aimee. Cheryl is shocked when Nikk Mager shows up for the auditions who appeared with her on Popstars The Rivals. Nikk doesn't make it through and Cheryl finds it hard to see him fail.
Each X Factor judge is in charge of a different section of singers on the show. The judges do not know what section of the competition they will be in charge of until the audition process has finished. Each judge then has to pick four acts to take forward to the live section of the show. Each week the two acts with the lowest amount of public votes have to sing again in a final showdown after which the judges decide who should be eliminated. Once there are only five acts left remaining it becomes left to the public to decide who should go.