PIT STOP: PEACE HOTEL SOUTH, SHANGHAI, CHINA

After over 28,000 miles of traveling through South America, Scandinavia, Africa and southern Asia, the four remaining Teams arrive in Shanghai, China, the most populous city on Earth. Some conquered fears in a 40-story-high ROAD BLOCK, some struggled through a DETOUR of hauling bricks... but they all made it to the next PIT STOP. Hayden & Aaron (Team "Dating" Actors) arrive in first, Freddy & Kendra (Team Engaged Models) in second and Kris & Jon (Team Restauranteurs) in third. Adam & Rebecca (Team Shrek) arrived last but, since it was a non-elimination leg, all they were required to do is give up their cash and start off broke.

At 11:20pm local time, Team "Dating" Actors stand on the roof the stopped at 12 hours beforehand. Leg #11 of the Amazing Race is on with this clue:

The actor/models depart, confident they can maintain their lead. Their fellow "Model Alliance" members, Team Engaged Models, trail them 10 minutes behind, hoping to blow the bad day they had yesterday behind them. Four minutes behind THEM is Team Restauranteurs (after they force the envelope open).

At Shanghai Train Station, Hayden & Aaron discover a few things: a) there's only one train to Xi'an, b) it doesn't leave until 8:51am and c) it's a 17-HOUR ride! The last doesn't make Hayden too happy, but they buy tickets for it anyway. Freddy demeans Kendra as they arrive, wanting to hurry-up and get the tickets. They learnt the same info, get the tickets... and kiss and make-up. Freddy says to Kendra, "You are MEAN... but you LOOK cute." Awwwwwww...HORK!

Meanwhile, back at the hotel just over an hour after the leaders left, Team Shrek leaves, still confident despite the fact that their both in last and practically in debt. They're STILL mad at Freddy & Kendra for the "revenge YIELD" in the last leg and they feel stronger now. As all Races do when they're out of money, they beg for it. Rebecca does most of the begging (and just who would give money to Adam?) and, soon, they're on their way. Soon all four teams have sleeper-car tickets on the only train to...

XI'AN, CHINA

Some sleep through the trip, others admire the scenery. But, in the middle of the following night, they all arrive in central China. They all find taxis and head to Drun Tower, roughly three minutes away. But guess what? Ayup, it ain't open until 8am the next morning. Cool...more time to sleep and strategize.

GOOOOOOD MORNIN', XI'AN! Time to bang the drums slowly as eight Americans saunter in. They all reach the clue box and read their next clue:

As the four teams exit the tower, they all decide that SPRAY would be easier. It takes some time to find cabs, but they all hop in and head off. But there's even a rush hour in the oldest of cities and some of the teams get caught in it. Hayden is upset that Aaron ISN'T upset at being a bit lost... but Aaron obviously studied "Zen in the Art of Reality Shows" on the train last night because he's the center of peace.

Team Shrek arrives first at the car company and quickly get their gear on, planning to "be messy" and "slop on" the paint as quickly as possible. As they start, Team "Dating" Models arrives (thankful they're not in last) and get to work on THEIR cars. Team Engaged Models and Team Restauranteurs arrive shortly after and the auto(-painting) race is on!

It takes a few checks by the foreman, but Adam & Rebecca finish first and receive:

They're happy to have beaten the ones that YIELDed them and have much more confidence now. Hayden & Aaron take off a few minutes later, wondering how the hell Team Shrek beat them there.

Speaking of Team Shrek, a funny thing happens to them on the way to the museum. Their taxi gets stopped to let a government motorcade go by. They think their lead is done... but Team "Dating" Actors have an even WORSE cabbie... which upsets Hayden to no end.

Kris & Jon leave the auto factory next, much to the chagrin of Freddy & Kendra. Team Engaged Models finishes last and catch up to Team Restauranteurs at the motorcade stoppage. It's a road raged race to...

QIN TERRA COTTA WARRIORS & HORSES MUSEUM, XI'AN, CHINA

A taxi pulls up alongside the entrance to the museum housing the 7000-plus clay warriors discovered in the 1970s, the greatest archeological find of the 20th Century. Kris & Jon hop out of it and head for the museum. Adam & Rebecca are seconds behind them. They purchase tickets to get into the museum and run in. They don't have time to admire the soldiers made to "protect" the grave of an emperor; the pit is HUGE and finding the clue box here is akin to finding a child's statue among the warriors.

Somehow, Team Shrek finds it first, just as Team Restauranteurs enters the pit. Adam & Rebecca stay low and try to lead the other team the wrong way. Sure enough, Kris & Jon spy the two trainers and head in the direction they think they came from. Safe outside, Adam reads the clue:

While Kris & Jon search the wrong side of the pit, Freddy & Kendra are hopelessly lost as their driver has to ask for directions from ANOTHER driver. Hayden & Aaron are in the same predicament... and they are not very pleased. It's Team Engaged Models who arrives at the pit first. They spy Kris & Jon, who finally figured out they had been had by Team Shrek. Ah, well, at least they leave in second. Kendra asks if anyone there has "seen a flag" while Team Restauranteurs takes off for the mountains.

This leaves Team "Dating" Actors, whose big green taxi FINALLY finds the museum. They get the clue... but Hayden REFUSES to use the same taxi. But Aaron proclaims they have no choice since there are no other taxis around. Let's hope it doesn't take a compass and a GPS for him to find...

NORTH PEAK OF MOUNTA HUA, OUTSIDE OF XI'AN, CHINA

Team Shrek arrives first and buys both entrance tickets and shuttle tickets to the base of the North Peak. But the shuttle doesn't go anywhere, which puts Adam & Rebecca on edge. Sure enough, Kris & Jon arrive, get THEIR tickets and get on the shuttle, much to Adam's anger. It's a two-way tie for first as they ride up the peak. Freddy & Kendra are in third and take another bus up.

As for Hayden & Aaron, they're lost again! Hayden has had ENOUGH of this idiot driver and DEMANDS he get them another cab! There's a small scuffle when the driver grabs Aaron's shoulder for him to pay the fare. Fortunately, they DO find another cab a few minutes later who seems to KNOW his left from his right and they take off for Mount Hua. Aaron is calm again, telling Hayden, "If we're out, we're out. There're more important things..." (Foreshadowing...gotta love it)

Meanwhile, at said mount, Team Shrek and Team Restauranteurs ride in gondola cable cars up the peaks. Team Engaged Models are not too far behind them. As they exit the gondolas, the first two teams turn toward the wrong Peak (East)...but Freddy & Kendra get it right the first time. As such, they're first to hit the:

Kendra decides to do this ROAD BLOCK... but gawks at all the locks. She starts on the locks as Kris decides to go for Team Restauranteurs. Rebecca decides SHE'S more methodical than Adam (big shock there) and gets to work. So we have three female locksmiths looking for the right hole to stick it in. Uh,....that didn't come out right, did it?

Hayden & Aaron FINALLY arrive at the mountain, get their tickets (after a LOT of problems with the locals) and start the long shuttle ride to the gondolas. As they head on their way, Kris finds the right lock! She hands it to the keymaster who gives them the clue they've been waiting for:

Kris & Jon make tracks down to the gondolas, happy as clams. Kendra and Rebecca... not so much, as they STILL struggle to find the right lock. As the restaurant lovers leave, they run into Team "Dating" Actors and realize that it's not over yet. Maybe not, but it's close. As they ride to the top, a frustrated Kendra finds the right lock and she and Freddy take off! Rebecca is mad. And she gets even madder when Hayden & Aaron arrive. Since they want to save the last ROAD BLOCK for either of the two (remember the six-BLOCK limit), Hayden says she HAS to do it.

Down at the base, Kris & Jon arrive and catch the first bus to Xi'an. That's the GOOD news. The BAD news is that Freddy & Kendra are right behind them on another bus.

And then...disaster strikes. Hayden gets her key stuck in a lock... and, in trying to get it out, it SNAPS! This upsets her GREATLY. The rules on the clue says a replacement key can be got at the North Peak Hotel's reception desk. Rebecca has a reprieve...but it's not a very long one with Adam prompting her all the way.

PIT STOP: SOUTH GATE OF CITY WALL, XI'AN, CHINA

Both Team Restauranteurs and Team Engaged Models arrive in the sity and get cabs to the gate. It's just a matter of whose cabbie is the craziest. The two cabs arrive minutes apart... and the first to Phil Keoghan and the mat are Kris & Jon! They are the last "Team Number One" of this Race and win a Caribbean vacation courtesy to AA.com. They just wanted to make the top three... and they're ready to go all the way..

Freddy & Kendra arrive a few minutes later, again as Team #2. They're still in the hunt for the million.

The sun is starting to set over Mount Huan. It's nearing 7pm and the park is not far from closing. At worst, the teams decide to each take a four-hour penalty for not completing the ROAD BLOCK and have a foot race to the PIT STOP... wherever it may be. Now AARON is getting frustrated, edging Hayden to hurry. Adam stays quiet as Rebecca keeps going on and on. The first to get the right lock will most likely come in third and not be eliminated.

Hayden says she's done. They decide to leave the mountain and try to find the PIT STOP somewhere. But no sooner do they start to leave... then Rebecca finds the right lock! It's heartbreaking for Team "Dating" Actors. Even if they go back to trying the locks, they won't come in thrid unless something terrible happens to Team Shrek. So... they decide to just follow Adam & Rebecca to the PIT STOP.

Later at night, Hayden & Aaron are the third team to arrive at the PIT STOP. But, as expected, they are assesed a whopping four-hour penalty for not completing the ROAD BLOCK. And, since Adam & Rebecca showed up four SECONDS behind them, Team Shrek are Team #3... and Team "Dating" Models have been eliminated.

But,... it's not a sad night for the lovers. Because Aaron has a surprise for Hayden. He goes down on one knee, produces a ring out of his pocket (which he was saving for the finish) and proposes to Hayden. She's speechless (for once) but she accepts through tears... while Adam & Rebecca look on with... well, it's more a look of confusion than anything it seems. But Team "Dating"... er,...I mean Team ALSO-ENGAGED Actors are so happy!

So...it's down to three teams at last. And what do they have to say about the final race back home?

Kris: "Jon and I have played a clean game... we have everything that it takes to win the million."
Kendra: "It's definitely a new Race now. We are more confident than ever."
Adam: "We just want to get to the next leg...but, now, we want to win the Race."