Contestants who made it through the first round of auditions descend upon "The Entertainment Capital of the World." As the acts dream of being the next Vegas headliners, the celebrity judges, David Hasselhoff, Piers Morgan and Sharon Osbourne set out to deliberate, debate and determine which of the acts will make it into the elite Top 40. After being unable to reach some decisions, they agree to issue a challenge to some of the contestants in an attempt to break the judging deadlock. Nick Cannon hosts this variety competition series which features a colorful array of hopeful future stars as they compete for a chance to win a one million-dollar prize and become the most talented act in America.

Ten of the Top 40 contestants perform live for a chance to win a one million dollar prize and become the most talented person in America. Judging is turned over to the American viewing audience.