'X Factor' Live Recap: Khloe Kardashian Shows Skin, Britney Mostly Grins

Some potential winners emerge on Wednesday night in Beatrice Miller, 1432, Carly Rose and Emblem3.

After weeks of bouncing around the schedule due to the baseball playoffs, "X Factor" finally made its way back to the air on Wednesday night with a jam-packed two-hour episode that offered up the live TV debut of new judges Britney Spears and Demi Lovato, as well as fresh hosts Khloe Kardashian
 and Mario Lopez.

First, the good news: Kardashian (whose sheer top left nothing to the imagination) and Lopez had good, snappy banter and kept the show going. Lovato was entertaining, insightful at times and was clearly not afraid to mix it up with her seeming new bestie, Cowell. Spears, well, she seemed a bit dazed and used the word "amazing," a lot.

Half of the top 16 will have to sing for their lives on Thursday night's (November 1) show, during which each judge will have to jettison one of their own to create the final 12. Audience voting begins next week.

The highlights of "Made in America" night:

Demi's group -- young adults:

Paige Thomas -- After getting a Demi-approved head shearing, Thomas shimmied through a space-themed cover of Haddaway's club banger "What Is Love." The spiked silver headdress was fierce, but the vocals, as Lovato feared, were not great. L.A. Reid, Cowell and Spears said she looked and acted like a star, but Reid didn't think the song choice was great. "I'm so unbelievably proud of you," Lovato said.

Jenell Garcia -- The resident rocker tried to snarl her way through a tepid arrangement of Mötley Crüe's "Home Sweet Home," but all the leather fringe and stage fans in the world couldn't make the song feel fierce. Reid called it a 10 and said Garcia could win it all, Spears was totally digging the black hair and goth style and Cowell's only complaint was that Lovato was trying to make Garcia a clone of herself.

Cece Frey -- The night's sassiest (and least likeable) singer got a new blonde look and thrashed her way through a techo remake of punk goddess Patti Smith's "Because the Night" that probably sounded better on paper than it did on stage. Britney, Reid and Cowell thought he vocals were weak, even if the presentation and look were strong. "I feel like you could do much better vocally," Lovato said, assuring Frey she is a pop star.

Willie Jones -- Lovato might have steered Shreveport's Jones wrong with Gretchen Wilson's "I'm Here For the Party." Awkward in blue leather pants, a neck full of gold chains and surrounded booty short wearing dancers, Jones sounded flat and looked uncomfortable. Reid called it "adequate," even as ray of sunshine Spears fell back once again on "amazing." Real talk came from Cowell, who said Willie looked and sounded silly.

Britney's group -- teens:

Arin Ray -- The Cincinnati Kid did a dubstepped version of the Supremes' "You Keep Me Hangin' On" that mixed Chris Brown swagger with Usher soul, even through rough parts where his vocals fell a bit flat. Lovato thought the dancing was stiff and Reid loved the way the song sounded, but thought Ray's vocals were off. Cowell praised Ray's "swag and self-confidence," but thought the overly fussy choreography took away from the performance. Britney called him a "little genius."

Diamond White -- One of the most promising, and youngest contestants, White did a hip-swiveling, dancehall-inspired take on Train's "Hey, Soul Sister" that felt like the potential second coming of Whitney Houston. Reid and Lovato thought it started out shaky, but ramped up, with Demi wishing the vocally strong White would cut loose a bit more. "You came over as a relevant pop star," Cowell said.

Beatrice Miller -- Dressed like a rocker at a rave, the teen fought her way through the sleepy "I Won't Give Up" by Jason Mraz, searching for a spot to make her booming vocals heard. Saying one of the keys to stardom is believability and lovability, Reid said Miller had both, while Cowell agreed with the song choice, even if he thought her vocals fizzled when she tried to push too hard. "I disagree, I think you're a true star," Spears said.

Carly Rose -- Modeling Spears' legendary schoolgirl outfit, Sonenclar did a danced-up version of Etta James' "Something's Got a Hold on Me." Reid didn't think she was having fun and Demi thought she had the strongest voice in the competition, but that she's not ready for prime time and isn't having fun. Cowell disagreed, saying she was uncomfortable and disconnected from the song. It was another "amazing" from Spears.

L.A. Reid's group -- over 25's:

David Correy -- One of two heavily inked contenders, Correy did a crowd-rousing take on Whitney Houston's "My Love Is Your Love," which emphasized his soul shouting gifts. Spears was totally surprised and impressed, Lovato liked how David got the crowd going, but Cowell deemed it manic, verging on desperate, questioning if Reid made the right choice.

Vino Alan -- Blessed with one of the strongest voices in the competition, rough customer Alan tried to rock out Nickelback's "Gotta Be Somebody," which felt rushed, generic and a bit frantic. Spears felt the effort, but was kind of bored and though Lovato wants to root for him, she admitted to having trouble seeing him as a pop star. Cowell hated the arrangement, which he felt made Alan into a "horrible cover singer."

Tate Stevens -- The country elder picked the obscure (to most of America) "Tough" by Craig Morgan, which came off as generic ten-gallon hat pabulum. Spears was wowed, again, and though initially bored, Lovato got chills by the end. "You're just a good honest man [who] needs a break," Cowell said, dissing the song choice, but not the singer.

Jason Brock -- The leopard print-clad tech support man diva (dubbed "Mr. Entertainment" by Reid) looked like a cross between Psy and a cheesy Las Vegas lounge Adam Lambert cover act preening his way through Jennifer Lopez's "Dance Again." Spears didn't like the song, but still deemed Brock "interesting and entertaining," which amounted to a dis from her. Cowell said it was just "utterly horrendous."

Cowell's group -- the groups:

SisterC -- Forget about their trouble connecting, this sisterly trio brought some serious country swagger to Pistol Annies' "Hell on Heels," coming off like a seasoned, sassy act ready for the big time. Spears thought it was, um, "interesting" and Lovato said they were beautiful, but stiff. Cowell clarified that they're singers, not dancers and by any standard, they had a "fantastic" performance.

Lyric145 -- The assembled hip-hop trio mixed DJ Jazzy Jeff and the Fresh Prince's "Boom! Shake the Room" with "Gangnam Style" for a frenetic, wiggity wack performance high on 1980s energy, but low on originality or relevance. "The good news is I love you guys," said Reid. "The bad news is it sounded like somebody put you in a washer, dumped in bleach and took all the soul out of you."

1432 -- The Cowell-created five girl group (renamed for legal reasons) did an R&B-ified "We Are Never Ever Getting Back Together" that was good in parts, disjointed at others. Reid hated the name, the "talent show" song choice and "horrible" production and Lovato thought only one of the girls, who she wouldn't name, nailed it. "You are fantastic," countered Cowell, who admitted there's still work to do.

Emblem3 -- The cocksure SoCal bros got the scream machine going during Hasidic rapper Matisyahu's "One Day," which was strong, but not a home run. "I think we are just witnessing America's next pop sensation," Reid had to admit. Spears said they were amazing and adorable, while Lovato squeaked that they made her swoon. "Anyone watching this band for the first time, remember this night," Cowell warned, predicting superstardom.

Who was your favorite act on Wednesday night? Let us know in comments below.