Judd and McC talk in the SR. Judd is worried that GM will be mad at him. They think Aaryn winning HOH is the best thing that could happen for them.  Judd doesn't want Amanda talking about the 'fake alliance.'  McC wants the 'fear of God' in Elissa for doing what she wants.  Judd mentions Elissa going up but McC doesn't want her up on the block with Howard because they won't be able to take Elissa out.  Talk turns to coup de tat; Judd is (still) convinced Howard has the power.  Judd tells the camera, "he don't need no coup de tat."  Judd thinks he can pull GM to their side, that she needs to feel she belongs and thinks they may have to take GM to F4.  McC: "We may have to."

11:10PM Lounge -  Helen tells Candice she's already talked to Aaryn.  Helen says she would rather protect Candice than 'them.' Candice's loyalty is to Elissa, Helen and Howard.  Helen agrees.  Candice talks about winning POV, and Helen shrugs that Elissa can't play.  Helen asks Candice if she thinks Elissa was really MVP last week.  Helen says Elissa told me she didn't get it, but... and leaves the thought hanging.  Candice wonders if it was really Amanda, and if Amanda made up the fake 5-person alliance.  Candice says that Amanda says, every time she goes into DR she asks them if they have a card under her seat.  "How would she know," Candice asks, "that they did that for Elissa?" Helen is worried about Amanda controlling the nominations. Candice doesn't like that Amanda has more control than Helen when the deal was made with Helen.  Spencer talk-blocks, followed by Howard who pops in and out.

Judd and Andy talk in the SR.  They are both happy that Spencer didn't win.  Judd wants GM to be a HaveNot.

11:30PM  HOH Bathroom - Aaryn is complaining about GM to Jessie, how she is two-faced. She  says that GM wasn't being nice and it was because she thought Aaryn was going home.

11:48PM  HOH Room.  Aaryn tells GM that she made a deal to give up control over nominations in exchange for safety but it was a fake-deal.  She tells GM they're safe for a while and she's made an alliance with Jessie, Judd, Andy, McManda and Helen.  GM and Aaryn are giggling about Helen hearing that Kaitlin was coming after her.  Spencer, Howard and Candice need to go next. They celebrate evicting Jeremy and Kaitlin and not having ever been HaveNots.  Aaryn tells GM that psychology is her "life" and that everyone thinks she's just a business major.

12:00AM  It's the HaveNot Banquet !! Everyone is in the kitchen, celebrating and eating.

12:10AM  Hallway Bedroom: McCrae and Amanda are talking about Dan and the "Dan Funeral" and how he used that tactic to make it seem like he and Danielle weren't together in the game.  McC wants to do something similar.

12:30AM  Lounge - Candice tells Howard that she wants to go to Aaryn with a plan to make a power move, to put up Amanda and McC.  She's worried about Howard or Spencer being the third nomination.  Candice says it all hinges on whether Helen and Elissa would vote to keep Howard.  Howard agrees they should tell Aaryn she's got a chance to go with the flow or change the game.  Candice wants to assure her that she's got herself, Howard, Spence, GinaMarie and...?  Candice questions, if Amanda's not scared to throw our names out there, why are we scared to throw their names?  Howard intends to play off Aaryn's HOH letter to convince her of his argument to change the game.

12:45AM HOH Aaryn says that when you don't feel safe, it's no fun.  She's glad the vote was 9-0; it made her feel like she wasn't an outcast anymor

12:52AM HOH  Jessie doesn't want to get thrown under the bus for a showmance and tells GM that she spends more time with Judd than Jessie does.  Aaryn chirps up to say she resented Candice calling David her 'boyfriend'.  GM asks if she and Nick were a showmance, and Jessie, says, "No."  Jessie asks if she can have that respect too, and she and GM shake hands. Spence and Helen are also in the room; Helen is listening to the CD. 

Kitchen - McCrae, Amanda and Elissa are talking and Andy is perching.  McC's giving Elissa another pep-talk - she needs to suck it up and go with the flow.  He doesn't like being around Howard and Spencer but he deals with it and she needs to work more on building connections.  He says that Aaryn not putting Elissa on the block should taken as a sign of good faith.  Elissa just doesn't like Aaryn for the racial slurs she's made.  She talks about how Aaryn makes fun of Candice's voice.  Amanda says, no, she's immitating GM.   "Anything that Aaryn says is going to be turned to be, like, a racist thing," says Amanda.  "Pretty much," McCrae agrees.  Elissa doesn't think people should say things like that.  Amanda tells Elissa, "It doesn't affect you."  Elissa talks about how Aaryn has degraded Elissa's family from Day One and how Aaryn has degraded "Chinese" people.  "Doesn't (Aaryn) realize that international relations are everything?"

McC and Judd change the subject to not being a HaveNot again this week.  McC talks about hemmoroids.  Elissa asks them if it freaks them out if everyone has their medication in their bags and..we cut to FISH.  Judd is saying, "we just talk to the lady.." and FISH again.  McC thinks he looks like Wayne from Wayne's World, then says he's a professional chair leaner when Judd tells him not to lean to far back in his chair.  FISH  Elissa says if her husband was in this house his first HOH basket would be from an attorney - if he were doing an improv on Amanda it would be an attorney.  They laugh. 

1:00AM - Kitchen - Judd asks Elissa if Rachel would go nuts if she was in here without Brendon.  Elissa says, all these clowns hate me, I hate them too to be honest.  She likes Amanda, she loves Amanda.  Judd asks if she likes Jessie and she says, of course, and Judd smiles.  Judd asks her about Andy and she likes him too.  She's had one glass of wine, Judd says Jessie has had two.  She says she'll be friends with McC and Judd forever; she could never imagine her life without Judd.  Elissa talks about her family.  "Don't even attempt to make progress towards him," she says of her husband.  McC jokes, "I'm going to toally hit on him after this!"  Elissa: "Seriously, nobody comes in between me and my man. And my family." 

McC  asks if Elissa and Rachel will have their own show after this BB.  Elissa replies, "We have our own show!" Adventures for Pets.com, and they travel and show pet-friendly areas and amnenities - they went ziplining with Rachel's rottweiller and chi-wa-wa. (wow!) FISH She talks about buying a starving puppy from a lady at a gas station on the way to Las Vegas to see her sister.  The puppy was starving and they kept offering the lady more and more money because she felt so bad for the lady and for the dog.  They were kicked out of Walmart for taking the dog inside to get a crate and food;  the pup grew up with Rachel's dog.

1:00AM  Lounge - Candice still hasn't decided whether to run her talk by GM first or go straight to Aaryn.  Howard suggests she get GM out of the HOH and bring her down to the HaveNot room, he'll run interference so they can talk.  Howard says he's proud of Candice.

1:13AM  Lounge - Amanda tells Andy, Spencer and Howard are going up.  Amanda and Andy agree it's perfect that Aaryn is HOH because they've both worked on her.  Amanda reminds Andy that the only 4 people that haven't been on the block is the Goof Troop. Andy gives Amanda props for doing all the dirty work. Amanda says Andy is good because everybody trusts him. Andy says "any alliance that includes Elissa is not solid." Andy still thinks Judd made up the Grasshopper Alliance but it doesn't matter now.  They agree that Elissa will continue to take the blame for telling Candice the Aaryn-deal, and she'll stay a target.  Amanda says Elissa wouldn't put her or Judd up.

Amanda tells Andy that Helen thinks Elissa is "crazy." Andy says that Elissa is "the craziest person he's ever known."  Amanda hopes that America sees Elissa as a "crazy child." Amanda thinks Jessie would take out Helen and Helen would take out Jessie. Andy doesn't think Helen knows about the four of them (Goof Troop.)

Spencer comes in at 1:28 and Andy retells Elissa is 'freaking out' over Aaryn being HOH. Andy claims that Elissa avoided hugging Aaryn (the opposite of what Elissa said.)  Spence jokes about Aaryn saying she taught snowboarding lessons "to people who can't afford it."  Amanda says Aaryn said that Candice went to Helen and said put up Spencer, to get everything off her and "Howie"(said with a snarl). Spencer claims to know all about it from Aaryn. Amanda doesn't think it makes sense because Howard can be backdoored. 

1:30AM Lounge - Amanda claims she has no rapport with Candice. Spence is disappointed he lost HOH.  Amanda heard the audience sigh when she made a "one," but she and Elissa got closest.  Amanda thinks Aaryn will put Elissa up because Elissa can't play veto. Spencer thinks so, too.  McC comes in and Andy, still pushing the line, asks, 'what the .. is going on with Elissa?" Andy gets more dramatic in his tale that Elissa was "blatently rude" to Aaryn and he makes an ugly face.  McC says, "but that's not how it went.. " as Andy cuts him off to say, "In her mind" and then says, she'll say later that Aaryn said 12 racial slurs to her.  Amanda wonders how Elissa wouldn't expect to go up, "with all she's done."  Andy thinks it would be "poetic justice for Aaryn."

Spence worries about being up against Elissa, and Andy doesn't miss the opportunity to retort, "Everybody thinks Elissa is Crazy!"  Amanda wonders if Aaryn will put Candice up.  Andy pipes up again: "Candice and Elissa."  After a short pause, Amanda complains that Elissa ruined McC's birthday.  Andy says Elissa is "polarizing" and "everybody Hates her!" "I hated Rachel!" he adds for good measure.   "The fact that Aaryn won HOH and everyone knows not to vote for her; she'll be automatically knocked out," McCrae predicts. Andy wonders what Kaitlin is doing.  Conversation breaks down into random discussion of past and future HaveNot comps.  Spencer says Jessie is drunk and he thinks he'll go up tomorrow.  Judd walks in.

1:45AM HOH Room - Candice, GM, Jessie and Helen talk about Sex in the City. Aaryn has decorated her apartment like one of the hotel sets.   Howard has Candice sitting on his lap as he jams to Aaryn's CD.  Helen was a Sex in the City addict and thinks it was similar to her life. Jessie thinks it teaches about NYC itself.  Helen tells GM that when she makes it to the jury house, she will make GM watch every episode, because "it will teach you a lot."  Helen dominates the talk about the characters until 2:00am.

2:00AM - Aaryn shows her cheese to Andy and reads the label to him.  "If this doesn't make you want to win HOH, you don't deserve it."   Andy has Jessie's bikini top on his chest.  Jessie is singing to the fish and lays on the bed with "Clownie." Andy continues to snack as Aaryn talks to Howard in the  bathroom. 

Howard says he respects whatever Aaryn wants to do and that Candice thinks they have a common bond.  If any lies come up about Howard or Candice, she should know he kept GM purposely beside him during the HOH so that if anyone made anything up, he knows.  Aaryn says Helen said that Candice came to her and knew about the deal with Aaryn.  Aaryn tells Howard the deal.  Candice repeated the deal to Helen, Aaryn says, and Candice told Helen that if Aaryn puts up Candice or Spencer, Candice would come after Aaryn.  Aaryn doesn't want to do anything that harms Howard, but her safety relies on doing what the house wants. 

Howard thinks Aaryn's smart enough to know who's running the house and who's always protected, and it's going to take doing something bold.  Aaryn is up for talking tomorrow. Howard wants GM there when they talk. Howard reminds Aaryn that she's right back in the same place next week unless she shakes the game up; otherwise the same 4 people will keep running the house.  Aaryn feels she's in a really bad place but tells Howard that when GM's up, she'll talk to him.  and FISH 

Back to Howard saying goodnight. Andy asks, "What was that?!"  Aaryn says, "You guys, I'm scared." Andy asks what was said. "He pulls me in there,' Aaryn says," and, Gems, you're going to die, he says I want to talk to you tomorrow but I only want to talk to you if Gem's is in the room because she's been around me 24/7.  GM says, "To back him up, kinda?" Aaryn says yes.  Andy exclaims that Howard wanted to "ask every person in the house who they're voting for and wanted me to be his witness!" 

Aaryn tells GM she can be there, but "we might have to lie a little bit."  Aaryn says later on down the road if he starts saying 'Aaryn told me this', I don't want you to say, she did.  Aaryn says she's scared to be alone with him anyway because "He attacks. He attacks like a heathen."  She's going to tell him, "I have to do this I don't have a choice."  I'm going to have to lie and say I don't want to do it, when I do.  GM says that's not technically lying, if you're not telling him.  Judd says that's how it was with Kaitlin, he couldn't tell her she was going home. 

Aaryn says Amanda made lots of points to her on why to make the nomination.   She was originally thinking Elissa but Amanda talked her out of it.  Andy thinks if Elissa goes up, then America is MVP.  Aaryn: "or someone else."  Aaryn says she knows that "everyone thinks (Elissa's) crazy." Aaryn worries if Elissa wins HOH she'll put her up against Amanda, and Amanda would stay.  Aaryn thinks Amanda is smart.  GM thinks Amanda has always tried to save Elissa. 

Andy boasts that "Elissa" calling the meeting that made Aaryn look "sane and her completely nuts." (of course, we know it was Kaitlin pulling people into the room, not Elissa.) Aaryn was glad it happened and says that Helen aplogized to Aaryn afterwards.  Aaryn says that Elissa has been on the block twice back to back and it's traumatizing, and the fact that she's not putting her up will mean something to her...it's a step.  I'm not saying I want her her forever, but..."  Andy says he'd put her up in a second.  Aaryn claims Elissa betrayed her own alliance, twice.  Judd claims that Elissa messed him over "two or three times."  Aaryn states if Elissa would mess Helen over, she would mess anyone.  Aaryn claims that Helen told her that Elissa tried to flip the vote 10 minutes before the vote.  Aaryn tells her buddies she was traumatized being on the block and noone better put her up again.  They all agree the four they all want out is Spencer, Howard, Candice and Elissa.

Aaryn says if one of the four gets HOH next week, she's taking a bullet so she needs to be protected. GM swears undying loyalty.  Aaryn observes she's "fully drunk" and says if anyone comes down, Candice is going up for sitting on her hat (Aaryn knows Spencer made that up.)  Aaryn is worried Elissa will win an endurance comp and they all agree they can beat her.  Aaryn brags that Spencer told Amanda that Aaryn was going to win the HOH.  She says he told Amanda and Elissa, and that's why Elissa tried to flip the house 10 minutes before the vote and that is why she was crying.  Judd contradicts Aaryn and says, "No, she was crying because she wanted to get pictures of her family."  Aaryn changes the subject to eyemakeup remover. 

Aaryn's two HOH's rock, she says; she's never been a HaveNot and she can use that with jury.  She tries to safety-catch her comment and says, nobody's going to want to keep her with that, but then says 2 HOH's are a big deal. 

2:00AM  Lounge - McCrae and Amanda have assumed their customary, prone position under the covers on the Lounge couch.  Judd and Spencer ramble on, laughing  about and imaginary Aaryn's Kids Foundation and they'll all collect money so she can teach them snowboarding.  Spencer feels snowboarding is an analogy for life - "it's all downhill from here." They continue to joke about snowboarding lessons.  Elissa comes in.  Judd talks about his shoes being machine washable and they agree they smell feet and Elissa laughs as Judd smells his feet.  She asks Amanda if they only wear the patches when the backdoor is closed and Amanda says she ran out of cigarettes a week ago.  Elissa jokes there's so much to do she doesn't know how they find time to smoke and mentions the HaveNot comp tomorrow.  Spencer asks if Elissa thinks the comp was rigged and says he was closest to winning; Elissa notes her O was closer. She tells Spencer that his 34 was tough to beat. Spence is going to get his stomach medicine. FISH. 

We come back to Spencer offering Elissa a pillow to sleep in the HaveNot room; Elissa hopes she never gets it again.  Helen pops in to say goodnight.  Elissa asks Spencer if he partied in college. Spencer wasn't really into college parties, and said his job matured him, he really couldn't drink since he was on-call.  Elissa likes the cardovascular benefits of a glass of wine in the evening.  Spencer tries to propose that pot has cardiovascular properties and Elissa laughs, "It does not."  Spence switches to pot curing his asthma and we go to FISH.  briefly back to Elissa saying, 'what the heck, I can't.." and FISH  We come back to Elissa gone and Spencer leaving.

2:14AM Lounge - Howard comes in. Amanda says "Apparently Candice went to Helen before HOH and told Helen she knows about the deal Helen made with Aaryn, and wants Spencer and GM up."  Spencer interupts to show them a baggie, joking it's weed.  Amanda continues, "this was before the HOH competition so it kinda messes with Spencer."  That's what she heard, she says, "word on the street."  Howard says he's done with the gaming.  Amanda asks if the Grasshopper Alliance was real.  Howard says it was true, as far as if Kaitin won something,  but it wasn't an alliance.  Amanda says Candice was fighting for Aaryn to go more than Howard, so it will probably be Candice and Spencer on the block.  Howard thanks them and exits.  Amanda and McCrae go to cuddling. 

2:15AM HaveNot Room -  Howard is going to ask Candice  if she said something to Helen.  He tells Spencer not to blow up about it.  He thinks Aaryn doesn't want to be told what to do.  Spencer wants to protect Candice and Howard.  Spencer says if Howard takes him down Howard can't go up. Howard's not going to tell Aaryn who to put up but tell her that come this time next week nobody is going to care and you can't play next week.  They can vote you out.  Spencer wants a "major player" like Elissa out,  but Amanda out will pull Helen closer to them. McC told Spencer they would vote Elissa out if she was on the block.  Howard says if Amanda doesn't go  this week, she'll call all the shots from now on out.  They agree to tell Aaryn that she was Amanda's target all week. Spencer says that if Aaryn mentions Elissa's name, that they should say that "Everybody in that room thinks Elissa is Crazy and want her Gone!"  At the same time he wants to work a social game on Helen and Elissa so that if they do have coup de tat they will want Amanda and McCrae up, "Pull on them heart strings," Spencer concludes.

2:30AM - We cut in to McC and Amanda whisperomg.  Amanda feels they have always been the majority and FISH to Howard getting ready for a shower and walking out of the HaveNot room.  Back to McManda, and Amanda realizes they will be the biggest targets after they get rid of Helen and Elissa. 

Cut to Howard talking to Candice in the Color room.  He assures Candice he's not plotting anything and exits.

Back to McManda and Amanda reassuring each other that Aaryn will never put them up.  Amanda thinks Judd is sly and made up the alliance.  McC says, but Howard said it was true.  Amanda thinks that's a different alliance.  McC will tell Judd that it's he and Judd, Final 2 so Judd feels safer.  Candice pops in to say goodnite.  McC thinks they can leverage 'jury' to get people to vote how they want. Amanda doesn't want to be linked with the idea to put up Howard and Spencer.  McManda get in a little cuddle time.

2:34AM  Bathroom - quick conversation between Candice and Howard, Candice says Aaryn wants her to wake her up early in the morning to make pancakes.

2:35AM  HOH Room - Spencer's talking to Aaryn about snowboarding.  Candice comes in to say goodnite and she'll wake everyone for breakfast.  Aaryn asks who thinks Texas Tornado came from Elissa? or Amanda?.  Everyone thinks Elissa.  Aaryn says they're wrong, Amanda said she made it up.  Judd says no, I got it from a country song.  Aaryn gets up from the bed and says, "Because I'm drunk, I'll tell you this," and talks about a high-school boyfriend.  She would be crazy about her sex life, sex was important.  Spencer comments he has someone back home. 

2:47AM Lounge - Andy says he's "over" Spencer and Elissa is "nuts."  McManda are quick to agree with him. Howard pops his head in to say goodnight.  Andy  gets paranoid they were overheard and goes out to see if he can hear McManda talk .  They joke they want Andy out and Andy comes back in and says it's muffled, he can't really hear. He asks Amanda to talk louder and he goes out again. This time he can hear them. 

3:10AM Lounge. Andy tells McManda that Howard wants Aaryn to make a big move.  They agree that Howard is a bigger threat.  Andy brags that after Howard goes up, the only people that haven't been on the block are the Goof Troop.  McManda and Andy discuss cutting Aaryn before Jessie. Andy likes how Amanda puts herself out there and he runs around collecting information; he feels he's in a good position in the game.  Spencer and Amanda act out for the HOH crowd, who cheer and yell.

3:00AM Color Room.  Howard and Candice whisper. Howard says his prayers and climbs into bed.  He tells Candice that Spencer had heard that Candice said if Aaryn won HOH to put up Spencer and GM.  Candice affirms that she's never talked to Aaryn (since HOH reveal.)  He tells her about his conversation with Aaryn.  He says Amanda said the rumor was right before HOH and she thought that Candice was sticking up for him. Candice affirms again she never talked to Aaryn.  He continues retelling his conversation with Aaryn and Aaryn questioning whether he had any "power" because he went in the DR a lot.  Candice speaks up, "P.S. Amanda and McCrae go to the DR more than anybody." 

Candice asks where the rumor came from.  Spencer thought it was Candice, but Howard told Spencer that Candice was with him all night.  He said when he talked to McCrae they heard that, too.   "They started it," Candice observes. She wants to sit the house down and call them out.  Candice confirms Amanda was the first person to talk to Aaryn.  Candice says the only person I told GM and Spencer to, was you.  Howard says that Aaryn said that she heard that Candice told Helen to tell Aaryn to put them up.  Howard wants Candice to tell Aaryn it's not true.  Candice says again, she didn't tell anybody, "it's throwing me under the bus with two people," and tries to get up.  Howard lays across her; she tells him to get off.  "Something is not right with the situation, this is what they want," Howard pleads.  They want her to  blow up, that's why "they" are telling him stuff, so he'll tell her and she will blow up.  Candice orders Howard off, using his last name.  She promises not to get off the bed if she gets off of her.  Candice wants to know again, "who said I said what?"