The X Factor

The remaining X Factor contestants were whittled down to the final 12 on Tuesday's first live episode ... but who cares about that when Simon's entertaining a marriage proposal from a 13-year-old, Paula's shunning Nicole, and a "friend of" The Real Housewives of Beverly Hills is in the audience?

Read our episode recap from Tuesday's episode of The X Factor

There's a whole lot more that you didn't see on television. Here's TVGuide.com's top 13 behind-the-scenes highlights:

1. Brandi Glanville in da house. Spotted waiting in line with the masses, one would-be cast member of The Real Housewives of Beverly Hills. Brandi was all smiles, too... probably because Kim and Kyle Richards were nowhere to be found. Why do we think Brandi has to be a Lakoda Rayne fan?

2. Simon's front-runner is Drew — but he says she'll need to watch out for Josh. "Josh is gonna be a tough competitor," he told TVGuide.com after the show. "America is going to get him. And I like the fact that he's not trying to be somebody he's not. That authenticity is refreshing." (Who was less impressive? "Chris Rene has got some way to go," he said. "But you know when he's good, he's brilliant.")

3. Paula vs. Nicole? Forget the kiss you saw. These two barely speak when the cameras aren't rolling. In fact, Paula rarely acknowledges her neighbor to the right, even though all Nicole seems to want is her love. It's a dynamic that isn't likely to change seeing as how Nicole age-checked Paula after the Brewer Boys performed ("I used to have Paula Abdul [posters] up on my walls!")

4. The newly humbled Simon Cowell. Among the things Simon never did during Idol but does on The X Factor: shake hands with the audience during commercial breaks, entertain marriage proposals from 13-year-olds (she got a hug and a kiss on the cheek after professing her love), wait more than an hour for his first cigarette break (although on X Factor, he also serves as an executive producer), tell the crowd, "This is probably the best live audience I've ever had, a naughty audience. You can do whatever you like"... Guess that's what not delivering 20 million viewers will do to a guy.

5. Melanie's "I Have Nothing" made Rachel cry. "I definitely cried for Melanie when she hit those high notes," Rachel told us. "Drew and I were back there behind those big screens just singing along, it was so fun."

6. Astro thought being picked as the first act to perform was "stupid." "I think closing the show is better," he said after the show. "I didn't want to go first, I thought it was so stupid. But then the judges told me I set the tone for the rest of the night and that was pretty awesome."

7. L.A. Reid felt really bad about eliminating Phillip. During the commercial break, L.A. told the audience, "That was tough for me. Was it tough for you guys? I thought I'd feel better than I do right now." But you did the right thing, L.A., really!

8. Paula can't handle nice Simon. According to Simon, Paula established one very important thing tonight. "She proved she's not a ditzy judge," he said. "She actually can work with artists. She really proved a point tonight." Asked later what she thought of all this praise from Simon, Paula was flummoxed. "Oh my gosh ... there were three separate occasions during the show, right?" she said. "It was a little off-putting. I mean, he was complimenting me so much. Like, do I kiss him? That's a little awkward. What do I do?"

9. Nicole can't win. She told us that Simon's claim that he'd be a better mentor for Leroy "is hogwash," explaining that Leroy used to only stare at the floor while he sang. "He came up to me afterward and said, 'Thank you so much for helping me open my eyes — it's a whole other world, a whole other experience now.' Simon doesn't know what he's talking about!" she told us after the show. Asked what he thought of Nicole getting snippy with him over it, Simon said, "I was amused by it all, I thought it was funny. It's always that way with Nicole, though: in, out, forgotten."

10. Bigger than American Idol in every way! Remember how Fox first billed The X Factor? They said it's "the biggest show on television, the biggest show in the world!" So even though X Factor films on the same stage as Idol, on the night of its first live show, they packed the audience with more people. They erected video screens bigger than those used on Idol. They even managed to build the stage so everything is pointed in the direction opposite the way things Idol face on Idol. You know, that way you can't confuse them.

11. Steve's glad he's out of that 18-wheeler, too (although, he and the driver did become close.) "I was very good friends with Chuck," the host said. "We spent many a night in that little wagon, in the back, keeping each other warm ..." But seriously, the host was kind of hoping for more screen time during the audition, boot camp and judges' houses rounds. "All my stuff was cut out, but it's the nature of the beast," he said. But now, "it's my stage, baby! It's the first time people are seeing the front of my face rather than my profile!"

12. Drew says Simon likes her bare feet. "It's like my nature girl thing," she told us. "I think Simon really likes it. Afterward, he came and grabbed me and said, 'I really love the whole outfit.'" That includes her lack of shoes.

13. The girls won the night. As far as the loudest applause-getters go, Melanie, Drew and Rachel are all fighting for the crown. Astro also instantly got the crowd on its feet — and, impressively, kept them there during his entire number.

What did you think of the first live show? Who are your favorites?