Demi Breaks Down, Britney Breaks Hearts On 'X Factor' Premiere

'Your voice really isn't up to the bar,' Spears tells former duet partner Don Philip.

"X Factor"
 is all about finding the next undiscovered superstar. But when season two kicked off on Wednesday night it was hard not to feel like the two new faces on the judging panel were the ones grabbing at least half the spotlight.

That's easy to understand when you've got one of the biggest, and most camera-shy pop icons on the planet, Britney Spears
, taking a seat alongside fellow newbie and musical It Girl Demi Lovato. The first 10 minutes of the show introduced us to the budding chemistry between the two and returning judges Simon Cowell and L.A. Reid, but then it was down to business.

Cowell pulled out all the stops, employing his British "Factor" alumni in One Direction to help open the show and hype American audiences, not to mention telling Demi to "keep away" from Niall Horan amid rumors of a possible hook-up
 between the two stars.

But then it was down to business, and business was good. Some highlights:

Britney brings it: Spears was full of bubbly compliments ("flawless," "amazing," "I think you are completely and utterly adorable") and harsh putdowns ("you need a new teacher," "I felt like I was listening to Alvin and the Chipmunks," "I really didn't get it," "no, no, no, no.") She also wasn't afraid to mix it up with rude, terrible singers and provide a gallery of classic horrified/elated faces. But the pained, confused look on her face and her real talk assessment of former duet partner Don Philip's audition provided one of the realest moments on "Factor," or any competing show, in recent memory. "Your voice really isn't up to the bar of the standards of the 'X Factor' and what we want," she told him.

Demi does it: Lovato's charm and electric smile lit up the room, providing the spoonful of sugar to Spears' sometimes acid edge. "Oh my God I love you!" she told a Lady Gaga drag queen contestant, possibly convincing a dubious Cowell to say yes to the dress. The father-daughter dynamic between her and Cowell — who kept cautioning her to stay away from bad boys — was adorable. You could tell right away she was digging Jenell Garcia, 18, whose soulful rock edge brought a tinkle to Lovato's eye. The top moment of the night, though, was the story of how she provided inspiration to formerly bullied singer and mega-fan Jillian Jensen, 19, who broke hearts (and drew tears from her idol) with her gritty take on Jessie J's "Who You Are." Hell, even Simon looked like he was going to cry.

Bieber brigade: Floppy-haired Reed Deming, 13, got two shots at Bruno Mars songs and the panel was all smiles the second time around. SoCal Teen sk8er (for sure not) boy band Emblem3 definitely had the swag and took a chance with their Sublime-like original rap/rock tune "Sunset Boulevard," which majorly connected with the ladies and the judges.

Hot moms: First auditioner Paige Thomas, 21, couldn't wait to meet fellow MILF Spears, who seemed charmed by Thomas' bond with her daughter and her killer Mary J. Blige cover. Hell, Cowell said it was one of the best auditions he's ever seen!

Schemers and dreamers: Bank teller Kaci Newton, 22, came off like a mean girl from high school who sits in the back of the room cutting everyone down. Which is why when she tanked it with a cat warble through Katy Perry's "Firework" it was hard to resist a fist pump of joy. We also finally met longtime striver and former Spears duet partnerPhilip, whose overly emotional, brittle take on Beyoncé's "Halo" just didn't cut it.

Really?: It's an understatement to say that Shawn Armenta, 50, wasted nearly two years of his life with dance and vocal coaches to face-plant with the original song "Candy Girl." Also, the first episode officially had 200 percent more drag queen contestants than any other reality singing competition on TV.

What did you think of the season two debut of "X Factor?" Let us know in comments below.