The X Factor season 2 premiere was long, but damn – Britney Spears made it so worth watching.

Kaci Newton – This girl was a catty, shallow contestant who was overly arrogant and .. just ridiculous. She was a total mean girl, and it’s surprising that she’d let the world see how ugly she is. wearing way too much makeup and a frilly pink jumpsuit.. I just don’t understand … there were even pearls involved. Oh, girl. She sang “Firework” by Katy Perry. Her voice was not good, though. I mean, I can see why she thinks she’s good… but no, it was bad. She can sing at County Fairs, I guess. But that was the level of talent. “It sounded like you were dying,” Cowell said. She started singing “Mercy” then – even after Cowell said she couldn’t sing another song. L.a. said no, Demi said no, and Cowell said no. I really wish they had actually said more to her, they were too easy on her!

(?) Singing his own song about a “Sweet Cotton Candy Girl” one guy was just awful. “I’m not a bad singer, I know I’m not,” he said. He also accused Demi Lovato of using auto tune. Spears said, “I wanna know who let you on stage. I feel uncomfortable with you even starring at me.” Nice! “Is he serious?” she asked Lovato and Cowell as the untalented guy left the stage.

Reed Deming – A Justin Bieber lookalike, this young guy knew Frank Sinatra and The Eagles. He sang “It Will Rain” by Bruno Mars but Cowell stopped him and asked for a different song. This time, “Grenade.” Things had looked grim, but he totally swayed the judges. I have a feeling this kid is more talented, vocally, than Justin Beiber is. “I don’t wanna fall into that Bieber stereotype, I gotta be me,” Reed stated. Cowell said they might be looking at a future pop star. All of the other judges followed suit.

San Fransisco was just full of horrible auditions. But finally we had some worth noting.

Emblem 3 – These three dudes use phrases like “bro” and “dude.” But… they had good energy, so I could dig it. They sang an original song called “Sunset Boulevard.” And the crowd got on their feet right away. Spears said, “it’s awesome!” Their audition is what this show is about. This is what the show is trying to find. L.A. Reid said he loved them. Spears loved it and thought they had smooth voices. Lovato said they were cute. Even Cowell loved them. Four yes’s!

Don Philip – He once did a duet (“I Will Still Love You”) with Britney Spears. “I know him!” she said. He never thought he’d see Spears again. What’s he been doing? He hadn’t felt he was worthy as a vocalist before, but now he wants his shot. He sang “Halo” but his voice … I wish it had been better. Cowell told him that he didn’t have a good singing voice. Spears was called out, and she said that his voice really wasn’t up to bar. “I have another song,” Don said… but the judges were all saying no. Even Britney said no. Philip was emotional, and Spears was visibly uncomfortable. Cowell went over to check in with Britney. And Don felt bad.. saying he didn’t mean to hurt Britney. — > MORE ON THIS STORY.

Vincent Thomas – He toured in Europe and Asia and was dubbed (with his boy band) as part of the next Backstreet Boys. Full of himself, he was a full on pretty boy. Big no to him.

Janelle Garcia – Influenced by Pat Benetar this girly could really SING. She has soul! The judges LOVED her, and all voted yes.

Jillian Jensen – A big fan of Demi Lovato, she has a tattoo that says “stay strong” because she was severely bullied in school. Lovato teared up, but Jensen (who also teared up) did not have a GREAT voice in my opinion. But, Lovato went up on the stage to hug Jenson and it was a truly wonderful moment. And all of the judges loved her raspy voice. So, there you go.

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Follow TV Critic Jessica Rae on Twitter @ThisJessicaRae.