Nino Munoz/FOX
Wade Rouse
September 12, 2013 08:15 AM

Britney Spears may have left The X Factor judging panel, but Wednesday’s season 3 premiere was still a girls’ night.

Simon Cowell was joined by three talented female judgesDemi Lovato and newcomers Kelly Rowland and Paulina Rubio – and female contestants also ruled the the stage on opening night.

Lillie McCloud, a 54-year-old Florida mother of three and grandmother of seven, took the stage in a leather bodysuit, looking half her age and a little like Halle Berry in Catwoman. She belted out “Alabaster Box” by CeCe Winans, bringing Rowland to tears and prompting Lovato to say, “I feel like I’m listening to Whitney!”

Then, 13-year-old Rion Paige, who was born with a birth defect of her hands, wowed the judges with a version of “Blown Away” by Carrie Underwood.

“I’m going to remember this audition for a long time,” Simon said, adding that Rion reminded him of the fourth American Idol winner.

Spears even made a cameo – sort of. The boyfriend-girlfriend duo of Alex & Sierra performed a stripped-down, folksy version of her song “Toxic” that earned them a unanimous pass to the next round. Their version gave Demi chills. (Check them out below.)

RELATED: Simon Cowell Opens Up: ‘I’m Proud to Be a Dad’

While two new judges joined the panel, not everything was new on Wednesday. Like previous seasons, contestants will be broken into four categories – girls, boys, groups and over 25s.

Will girls rule again on Thursday? Will Simon discuss fatherhood? Part two of The X Factor premiere airs Thursday on FOX (8 p.m. ET).

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