9:40PM  Aaryn talks to Spencer about what she's learned in the House.  Judd joins in a recount of the HOH competition.  Aaryn points out Kaitlin was at the end again.

10:00PM   Kaitlin is asking Jessie about live feeds and thinks Jeremy will be watching her.  Jessie admits to being a big fan and watching BBAD every night.

10:18PM Judd gets his HOH key and everyone troops upstairs.   Helen offers that Judd is "HOH for America! this week."  Judd says he "got some unhealthy stuff, thank God" in his HOH basket. CD: ChiliPeppers. Tennessee shorts, Coke, Corona beer, Cliff bars, Skittles, mashed potatoes and bean dip are just some of the HOH loot. Judd offers his basket to the others, but he wants to wait until midnight until the other HN's can eat. 

10:22PM Judd reads the letter from his mom. "...go all the way baby."

Aaryn chooses "Lifesavers."

Amanda and McCrae are first downstairs.

10:40PM In the bedroom, McCrae is telling Amanda he dislikes Aaryn, "she drives me up the wall."  Amanda thinks there'll be drama between Aaryn and Jessie over Judd. Jessie comes through crying and Amanda follows her; she is upset over the competition and not being able to smoke and goes off to the DR. Amanda goes to DR and McCrae asks Jessie if she'll be sleeping with Judd; he tells her how to adjust the mood lighting. Amanda, McCrae and Jessie complain and joke about not being able to smoke. Candice comes in to empathize their anticipation of the end of HaveNot. GM is wandering around carrying hair extensions.

10:46 Helen rocking out to the CD as Andy sits next to her on the HOH bed. Candice is still in the room, as is Howard, Elissa, Spencer, Andy.  Judd offers up the HOH bathroom, and says he won't lock the door or anything

11:00 Elissa is running interference in the HOH room with Spencer, Howard and Judd.

Kaitlin talks to Aaryn about Jeremy. She says he made her feel so tiny.  Aaryn is unhappy with Amanda.  GM enters and talk turns to chocolate. GM encourages Kaitlin to talk about Jeremy, she likes her stories about him.

Andy and Helen talk in the Lounge. Helen tells Andy that if Howard doesn't go, Aaryn goes, too... well.. Aaryn or GM. Andy feels pretty safe.  Helen says she needs to lay low, she has "too much blood" on her hands. She wants Andy to keep Candice out of the loop since the plan is to get Howard out. Andy offers to calm Candice down post-eviction.  Helen wants Andy and Judd to manage 'all the guys are going home' rumor.

11:13PM  Up in HOH, Howard says Judd can't go wrong nominating Aaryn and feels Kaitlin is the bigger threat.  Judd asks Elissa to let him know if she's MVP.  Elissa asks who he would put up and Spencer speaks up and says GM as a pawn and Aaryn/Kaitlin. Howard thinks that's a win-win. Elissa says she probably won't win veto and Judd should put someone up as a pawn who can win (veto). She worries that Aaryn twists whatever you say to her.  They agree Judd should be able to enjoy his HOH since everyone's on the same page.  Elissa mentions that Kaitlin didn't try out for BB. Ellisa jokes that they all thought she was Rachel's sister all this time and she's actually Brendon's sister. Judd exclaims, "That changes everything!"

Kaitlin and Aaryn are in Andy's bed in the Color bedroom with GM.  Andy comes in and asks if they've taken his bed.  Aaryn makes a comment into her pillow with a laugh, "don't make me flip this b...h", as GM tells Andy it was all a "joke," and Aaryn agrees a "complete joke."  Andy notes the bedflipping was a week ago tonite.  Kaitlin thinks that's so long ago. Andy comments Jeremy wasn't hated when he left.  Kaitlin's worried someone on her team tomorrow will throw the HN comp; Andy won't throw it.  He starts listing who's been a HN and fades off.  GM and Kaitlin talk about what they would be doing if they were still here.  Andy doesn't think anyone will come back.  Talk turns to Pandora's Box. 

Kaitlin whispers to Andy that she doesn't like Candice, GM agrees.  Andy is noncommital and finds a reason to wander out. Aaryn, who's been turned away and quiet, asks if Kaitlin and GM liked her speech. GM is going to grab "all the reds" so Howard can't be on their team.  Aaryn doesn't like being in the ego question, Kaitlin didn't like being like a "skank" and GM didn't like being "stupid." Aaryn pipes up, it's just "a stereotype."  Kaitlin wants to work out every day; Aaryn starts jumping up and down.  Jess comes in to retrieve something and  GM comments, "yet again, she makes it another week." They discuss keeping bandanas away from those they don't want on their HaveNot competition team. FISH

We come back to Howard critiquing Aaryn's lunge. She climbs on the bed and continues to pose as Howard exits.  Aaryn and Kaitlin head to the SR where Aaryn gets in a complaint about GM.  They join the kitchen crowd.  Aaryn wishes for alcohol.

11:28PM Andy, McCrae, Amanda and Jessie in the SR excited they will get to eat. Amanda wants Coke for the HaveNots. Jessie is goofing around,  trying to stuff a bottle of Coke down the back of Andy's shorts.  They walk out of the SR, arms loaded with food.  Jessie reads the pizza box, Helen sits quietly at the edge of the kitchen island and the rest of the HG's mill around to help the HaveNots celebrate as the four-minute countdown begins.   General talk continues at the kitchen island.  Back in HOH, Judd tells Spencer Aaryn is the villian of the season.  He's glad Jeremy left without making a scene.

11:33PM  Aaryn tells Kaitlin in the Storage Room that she 'can't take' Kaitlin right now.  Kaitlin lets Aaryn know she'll be talking about Jeremy for a few more days.

12:15AM  Judd goes to the HOH and grabs another Corona. He adjusts the view on the HOH cam and heads back downstairs to the kitchen party to finish his dinner.  Elissa starts running laps up and down the spiral staircase.

12:22PM FISH  Elissa's now in the Lounge talking to Amanda as she stretches into yoga poses.  Elissa has an Olympic gymnist friend she would tumble with, and we go to FISH. Elissa tells Amanda she said "'mah dude' Jeremy" in her goodbye message and imitates herself.  Amanda says her first three weeks were more difficult than Elissa's because they had to flip the House.  Elissa says McCrae looked 'too intelligent' to be the living in the basement Baron.  Amanda is tired of people talking and wants "silence" for a couple of hours.  Elissa wants to do something fun.  Amanda feels sad and Elissa stops stretching to give her a hug.  Amanda sits up and wipes the tears.  We hear "Adam" and we cut to FISH. Elissa commiserates with Amanda.  Kaitlin brings a decorated drink in the Lounge for Elissa and leaves to thankyous. Amanda tells her that she's just "crazy about (McCrae)" and she's very drawn to him.  McCrae comes in and announces he's had three beers.  A crash is heard in the other room; Candice accidently knocked over a wine glass. Elissa continues her relationship talk with McCrae. 

12:28PM  Judd packs in the HaveNot room as Jessie advises him to do what is best for his game.  Jessie doesn't think Howard is a threat and is more worried about 8 girls being in there with 4 guys; that the girls could get together.  She worries "the Widows" could pull Andy in.  Judd says it's not Howard's week to go but he still won't put up Aaryn.  Jessie thinks Amanda and McCrae should offer Judd something for doing what they want him to do. and FISH.

Candice has joined the group in the Lounge and sits quietly after complementing McCrae on looking better after having real food.  Elissa talks about how couples grow through challenges and enjoying accomplishments.  McCrae agrees, "It's not about the destinations, it's about the journey." McCrae wants to continue the topic but Aaryn enters and small talk ensues.  Talk turns to showers and Aaryn and Candice leave with McCrae.

Elissa and Amanda resume their talk.  Elissa says Rachel works three jobs while Brendon goes to school and they are working to create their dreams. Amanda is used to a certain lifestyle and has dated guys with money, it's "easier."  Elissa tells Amanda to think of 10 years from now and that two winning people can't help but succeed - to just enjoy the process of life.  Elissa says McCrae is smart, that he's an "undercover genius." Elissa thinks that McCrae "adores you for you." The conversation breaks up as the girls head out to the kitchen.

1:00AM  HOH - Helen is talking about Rachel and Brendon and barely finishes her sentence as Elissa walks in. Jessie and Andy are there munching out and McCrae is in the bathroom.  Elissa laughs about Candice knocking her wine glass over.   Helen leads the conversation to how food tastes after being a HaveNot and then small-talk about the competition. McCrae exits.  Jessie starts the gametalk wondering who Kaitlin would put up. Andy responds, "Howard and Candice."  Elissa asks Andy why Kaitlin doesn't like Candice and Andy says because of things said.  Jessie thinks Kaitlin gets along with everybody when she wants to.  Talk goes back to competition.  Helen continues to lead the conversation as Howard and Spencer play chess outside the door.

1:09AM HaveNot Room -  Judd tells Aaryn Elissa might put Aaryn up, he's afraid to put her up as a pawn so he's not going to do it.  He wants to keep her off the block and wants Kaitlin up as a pawn with GM.  He tells Aaryn the goal is to backdoor Howard.  Aaryn doesn't understand why Elissa would want to put her up.   Aaryn wants GM gone and Judd agrees that's who he wants out, too.   Judd thinks it's a terrible time to be HOH.  Aaryn asked what happened to putting Howard and Candice up.  Judd wants to backdoor him.  Aaryn worries she will go home as the "bigger threat."   Aaryn promises she will never put Judd up.  She wants Howard and Spencer to go before herself.  Judd denies he's friends with them.  Judd says if Elissa is not helping him out, then he'll put her up and if she puts Aaryn up, he'll still put Elissa up, because she won't be loyal to him.  Talk breaks up at 1:17AM.

1:18AM HOH, Helen still in the same chair.  Candice, Jessie and Elissa are also still there as Judd walks in, followed by McCrae and Spencer. Amanda camps out on the bed and is joined by Elissa.  Judd feels 'awesome' and is working on a fresh beer. Howard enters,  Andy pops his head in and asks if he can come in, they joke, "No' and then Helen calls him back.  Candice comments it's past Jessie's bedtime.  Andy is trying to get a story in about Madonna night at a local bar. Helen leaves. Jessie and Elissa are talking about her bracelet, she has a bracelet with R and B on it that stands for Rachel and Brendon; she quips that's all she thinks about.  Helen comes back in, temporarily takes Elissa's place on the bed and then gets up and goes to the couch.  Jessie and Elissa quietly continue to talk about the jewelry she's wearing as Amanda and Andy joke about saving a box for GinaMarie.  Noone has started game talk.  Spencer talks about getting camera time.  Amanda recounts WineGate and Helen takes over the story. Helen: "Don't mess with this momma." They move on to laughing about GM covered in BBQ sauce during the fill-the-jar competition and about voting Nick out.  Andy says his lucky yellow socks have only brought him "misfortune."  Howard sits on the floor next to the bed listening to the CD. and FISH.

1:30AM Kaitlin and GM talk about Jeremy as Aaryn joins them.  Kaitlin comments Howard has been  called the the DR a lot and Aaryn comments he probably has to explain why he throws comps.  Aaryn doesn't want to be on the block again.  GM says they'll all have to be on the block.  Kaitlin reminds Aaryn that when Kaitlin was put up everyone told her not to freak out.  Aaryn says she's not freaking, she's just talking about it.  Aaryn tells Kaitlin and GM that all three of them are going on the block. GM says that Judd didn't tell her that and Aaryn replys "whatever."  GM calls her out on being negative, to check herself.  Aaryn calls GM "condescending" and claims to be closer to Judd than GM.  Kaitlin says Elissa is closer and Aaryn claims Elissa is putting Aaryn up.  Kaitlin notes MVP hasn't even been decided yet.  Aaryn asks GM and Kaitlin not to say anything to Judd about what she said.  Kaitlin thinks that McCrae was MVP last week.  Aaryn says it was Elissa.  Kaitlin says the plan is to backdoor someone so it doesn't matter.  Aaryn tells the girls that after Howard and Spencer they go next. 

Aaryn is irritated with America because of the MVP.  Kaitlin offers it's because America loves Rachel.  Aaryn claims Judd wants a girl to go this week; Kaitlin says Judd told her it would be Howard.  Aaryn claims to know that and offers that Judd might put up Elissa.  Kiatlin thinks Elissa would only go up as a pawn.  Aaryn thinks 'they' took the bottle of white wine, that the DR wouldn't just give them one bottle.  Kaitlin says Elissa doesn't drink white wine, why would she take it?

1:40AM Amanda heads for the Lounge, joined shortly by McCrae as they all complain the HOH is "really hot." McCrae wants to know what she and Elissa were talking about and she tells him it was about how meeting McCrae wasn't expected and she's falling in love with someone for who they are. Howard talked to McCrae about going after 'the girls' and said he had a plan he'd tell McCrae in a few days.  McCrae wonders what the plan is.  McCrae says the only thing he's worried about now is being a HaveNot.

1:45AM HOH - Elissa thinks the Nick eviction is probably going to be the best of the entire season, and Aaryn's will be just as good.  Andy doesn't think Aaryn will freak.  Elissa relays that GM didn't appreciate Aaryn making fun of her and Nick.  Andy calls GM a loose cannon.  Judd says you can't get thru to GM, all she thinks about is Nick.  Elissa says GM brought Nick's hat to the eviction ceremony.  FISH.

Talk about GM continues in HOH.  Candice says she is going to go out on a limb and breaks out in giggles.  Jessie thinks Andy should be Host of the competition tomorrow.  Judd asks, what about Spencer?  Jessie says she wouldn't have given the Host job up if Andy wasn't going to get it.  Spencer wants a Coke; Helen is going to bed again.  Judd jokes with Candi if she wants to be a pawn; Andy offers Elissa would be cool with it.  Candice leaves with Helen and Andy.  Howard is still jamming to the CD. 

Elissa says she's so jealous that Jessie is getting a Judd sandwich tonite.  Judd offers for Elissa to sleep on the couch.  Jessie wants Elissa to ask first but says she doesn't mind.  Elissa doesn't want to sleep downstairs because they haven't been able to wash sheets and she's a germaphobe, that even body lotion irritates her skin.  Elissa asks outloud, "I allowed to sleep on this couch" and gets no response.  Jessie thinks she will be called out for it but to try anyway and they can wash sheets tomorrow.  Spencer says he's still going to hang out up there. 

2:02AM  Lounge - Amanda wonders to Andy why Elissa "always" goes to the SR right before eviction to change her mic.  Judd comes in and Amanda reiterates her wish for Howard to go. Kaitlin comes in and questions if she's in danger. She says she heard Judd wanted to put up Elissa.  They laugh and say, "what?!" as Amanda warns Kaitlin not to listen to Aaryn. Kaitlin says Aaryn told her the three girls were going up.  Amanda accuses Aaryn of stirring the pot.  Kaitlin asks if McCrae was MVP? Was he covering for Elissa?  Amanda denies McCrae was MVP.  Aaryn enters and the conversation evaporates.  Kaitlin can't sleep without being cuddled. GM walks in and they talk about Nick's memorial.

Helen, now in bed, tells Kaitlin, passing through, she's not the target.  GM is attacking her giant bowl of frozen solid slop-icecream as Aaryn eats mac-and-cheese. GM asks Judd who's upstairs and he lists off Jessie, Spencer, Howard and Elissa and invites them up if they want. GM continues attacking her icecream. 

Judd returns to HOH and offers Elissa his Tennessee blanket as Elissa mentions again how sensitive her skin is - air freshner gave her a red welt.  Spencer has a brother that has sensitive skin. Elissa leaves to ask the DR if she can sleep up there.  Howard asks Judd to remember their talks.  Spencer comments Judd has to do what's best for (Judd's) game.  Howard advises Judd not to be swayed and his word still stands with Judd whether he's "up here or not" (HOH).  Spencer thinks the decision is pretty clear cut  and the MVP will put up who Judd leaves off; Judd wants to find out who the MVP is.  Judd wants to go downstairs and wants the outside open. Jessie says they aren't bothering her, they can stay, and they discuss whether Elissa will be allowed to sleep up there.  Judd decides to drink a 5th beer.

2:13AM.  Elissa and Helen are talking; Helen is in bed.  Helen talks about backdooring GM or Spencer but Elissa thinks that's a waste.  Helen wants Kaitlin to take out Howard.  Elissa doesn't like Spencer hanging out in the HOH room.  Helen asks Elissa what Amanda wants and Elissa says Amanda says she has Aaryn wrapped around her little finger.  Helen says Aaryn will take "us" out and Elissa agrees.  Elissa will sleep with Helen since there's no sheets on the bed.  Elissa thinks they've made such bold moves that it's stupid to put GM up and get her out.  She brings entertainment and she'd rather have her around than Aaryn acting like she's on the Bad Girl's Club.  They want to talk to Andy tomorrow.  Helen thinks someone is coming and they break up the conversation.  Several minutes later Howard walks thru and they talk about Howard's Coke that burst.  He asks Elissa if she's ok. 

Howard joins Candice in bed.  He says he and Spencer tried to out-wait Elissa and that Spencer told Howard that Elissa doesn't like Howard.  Candice tells Howard not to listen to Spencer, that Elissa likes Howard and loves Candice and isn't thinking about Howard.  Howard is worried Judd will be influenced and wants to stay on Elissa's good side. Howard asks Candice to trust him. Candice says there's only three options, and lists the widows.  Howard hopes Elissa doesn't target him because of Jeremy. Candice warns Howard that people are worried about Spencer and she can't protect him and Spencer without looking shady herself. Howard is worried he'll go on the block.  Candice tells him again that Elissa isn't going to put him up, if she wanted to she could have put him up last week instead of Spencer. Candice tells how Amanda has been hiding the Coke from GM.  Howard: "So don't hang with Aaryn and don't drink Coke."  Candice relays how she told Elissa that that she'd offered GM an olive branch.  They talked about Aaryn's racism but Candice is more insulted by Jeremy's lying.  Candice says after her talk with Elissa last night, Elissa understands why she and Helen talk to Aaryn while Elissa chooses not to. and FISH