The narrator explains that Brandon toned down his excitement while he waited to see what will happen to Britteny. After the commercial, it's her turn. And judging from this teaser they just gave us of Britteny singing, there's going to be a breakup very soon.

Britteny tells us that she's really a dancer, so this part of the audition has her nervous. The narrator informs us that Britteny and Brandon (bleagh) have a pact: whoever's career takes off first will make the other one do whatever it takes to support it. By breaking up instantly and talking shit for years. Britteny sasses and reads the lyrics off a sheet of paper. She doesn't get a callback.

Brandon holds Britteny out in the lobby. He lisps to us that she's strong and amazing. He then pushes her and starts dating the wheelchair girl.

Only fifty people made it to the callback, forty-seven of whom we've never seen before. Butt-crack girl spins with joy.

On to San Francisco. God, this is only the third city? This is going to take forever. Girls show us the food they're eating during the wait. They're the only people eating at this audition. They're covered in ho clothes.

Kanya Coleman, twenty-four, from Oakland, CA, has three kids and a husband. She's also got a giant fur coat that's she's chosen to wear so she's more like Macy Gray. She tries to sing "Say My Name" and fucks up, so they ask her to go straight to the chorus. She laughs and admits she doesn't know the chorus. She tries and just tosses in words all, "Say my name, say my name, you drapin' all the babies, givin' me the scabies." They tell her to stop and berate her for not knowing the words to the song. Then they don't call her back and then they beat on her again, saying she shouldn't be there at all, wasting their time. You know what else shouldn't be there? Crapcock's shirt, which makes him look like he's wearing Joseph's Amazing Technicolor Dreamcoat. Kanya cries in the lobby, telling us she didn't know the chorus, and now it's all over.

Crapcock tells a group of people that they know what it takes to be a Popstar. Montage of people dancing as Poe sings. Some guy is on his back explaining that they go in five at a time and get cut five at a time. We don't even get to learn his name, and he got more screen time than most of the people in this episode.

A girl tells us that the judges are mean and that Jaymes is scary.

Tony asks someone if she even knows the song she's singing. "Just checking," Jaymes says.