Simon Cowell, Louis Walsh, Cheryl Fernandez-Versini and Mel B had to whittle their six acts down to three to take to the live shows.
First to face their fate was Louis' groups who were flown to Bermuda. While speaking to the groups, former judge Tulisa Contostavlos emerged from the water like a Bond girl to surprise the hopefuls.
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Tulisa surprised the groups as she joined Louis for judges' houses
"I'm the only judge to win with a group, so I know exactly what [Louis] is looking for," said the judges who steered X Factor's Little Mix to victory in 2011.
Only the Young was the first set of groups to perform opting to sing a heartfelt performance of Ella Henderson's hit Ghost.
"They have a very good energy, but they seem like the kind of band that needs an edge," said Tulisa as she expressed her concern about their 'cutesy' image.
Only The Young impressed the judges with their vocal performance
Next to sing was American duo Blonde Electric who sang an acoustic version of Kanye West’s Gold Digger.
However, despite their efforts, Tulisa and Louis seemed unimpressed with their unusual song choice and alternating singing parts.
"What happened? What was that about?" questioned Louis Walsh while Tulisa admitted that she loved them but agreed with her fellow judge that they are 'annoying.'
Twins Josh and Kyle, members of duo The Brooks, revealed that their trip to Bermuda was the first time outside of the UK and on a plane.
Blonde Electric stunned Tulisa with their unusual song choice
The adorable 15-year-olds opted to sing Christina Perri's Jar Of Hearts and won over N-Dubz' Tulisa.
"I think people will really warm to them and love them," she revealed.
However, Louis wasn’t so sure that they were old enough to face the pressure of the competition and needed time to work on their vocals.
Next to perform were The New Girl Band who decided to sing A Great Big's World’s Say Something and Concept who opted for Beyonce's XO.
However, Tulisa wasn't blown away with either performance and doubted that they were on the same level as other groups seen earlier in the day.
The New Boy Band wowed Louis and Tulisa
With the pressure rising, The New Boy Band, formed at Bootcamp, decided to sing Justin Timberlake's Mirrors, which won over Louis and Tulisa.
"Performance wise, they completely gripped me. I love it. I could watch them every week," said Tulisa.
When it came to decide which groups would make it to the live shows, Louis found the decision too much and broke down into tears at the thought of having to send three of his beloved acts home.
"The problem is, I love all six acts in different ways," the music manager revealed, before saying that he would be taking The New Boy Band, Blonde Electric and Only The Young through to the live shows.
The X Factor then jetted off to Mel B's judges houses in Mexico where she was joined by fellow Spice Girls singer, Emma Bunton, to judge the boys' category.
Hoping to impress was Jack Walton who sang an acoustic version of Beyonce's Halo but was soon interrupted by Mel B.
"You can do so much better that," said Mel as she told him to put more effort into his performance.
Jack Walton and Andrea Faustini were hoping to impress Mel B and Emma Bunton
"I think he's incredible. The girls are going to love him. His vocals are great," praised Emma, although she expressed her concern for his nerves.
Next up was Andrea Faustini, who sang Jennifer Hudson's And I Am Telling You, making Mel B break down into tears and both judges beam with happiness at his incredible talent.
Tune in on Saturday at 8pm to find out which acts Mel B, Cheryl and Simon choose.