The X Factor USA aired another elimination episode which was packed with talents and odd singing groups.

The two-hour episode aired last night on Fox featured a good number of talented auditioners, including several inspiring and surprising ones.

The reality singing competition made their way to Los Angeles, Charleston, SC, Long Island and Denver in this episode, with judges Paulina Rubio and Simon Cowell absent in two different occasions. According to X Factor host Mario Lopez, Rubio was out because she had a concert, and for Simon...well, we can't say for certain. Notably though, without Cowell, the judging panel consisted of all girls - Demi Lovato, Kelly Rowland and Rubio.

Here are several of the memorable auditions for week 2, episode 3 of the show:

The show started with a group made of sisters Shirley and Cynthia. The two sang "I Want You Back" by the Jackson 5, much to the dismay of the audience and the judges. Without Paulina around, the three judges left in the panel all gave a "No", with Simon even saying that the two sounded like "a competition as to who can sing worse, and you win both...Worst group we've ever had."

Another group called Drama Drama didn't fit well with the judges. Wanting to be the next Spice Girls, the group sang Miley Cyrus' "Party In The USA" which was too "old fashioned" for Cowell. This was followed by clips of several more groups who, to Simon, were all "very old fashioned."

Of course, there were also some very good talents in the show - most of them young.

AKNU, a group of brothers, who describe their music as "classic", was a breath of fresh air to the whole audition theatre. Although they sang "Valerie", an old Motown tunes, the trio gave it their own spin and even danced on stage earning them a "Yes" from all judges.

Josh Levi is a 14-year-old from Texas who moved to L.A. "to make my dream come true," he said. Josh, who could very well be the next Justin Bieber, sang the most unlikely audition piece in Selena Gomez's "Come & Get It." But the young singer had one of the greatest pipes so far this season; and with his own rendition of the song, he made all the judges swoon. Demi said that Josh was "amazing", while Kelly said he was "a star."

"You chose a song that you shouldn't sing...but you turned it to a version that suited you," Simon told Josh. Needless to say, the 14-year-old received all Yeses and is through to the next round.

Two auditioners also made their mark on the show and viewers' hearts.

Carlos Guevarra, a 16-year-old suffering from Tourette Syndrome and OCD. Introducing himself, he told judges that the disorder "has been a hassle in my life, but you can't let things hold you down." Singing "Gravity" by John Mayer, Carlos melted hearts with his voice that could pass as Mayer's vocals itself.

"It was so magical. I am just so grateful to witness it," Kelly told him. "You have a beautiful voice, but I can tell you have a beautiful voice," Demi also said. Carlos received 4 yeses. Watch his performance below:

Jeff Gutt from last season made an appearance in the show again. After making it pass the auditions round in season two, Jeff failed to impress the judges last year and was sent home. Back this season, Gutt first sand "I Don't Want To Miss A Thing" which Simon said was a total impersonation of original singer Steven Tyler, "I'm really disappointed," he added.

Gutt was then given another chance to sing another song. Choosing "Creep" by Radiohead, he stunned the judges with his vocals and received 4 yeses.

The X Factor USA airs every Wednesday and Thursday 8 p.m. ET on Fox.