"You're cute and you're working those eyes right now," Demi told dreamy but tone-deaf Dylan Osborn before he had even opened his mouth.
"You're not a great singer, but I admire your six-pack," she told another hopeless hopeful.
"I thought first, 'Wow, this girl is gorgeous,'" Demi also told the buxom-and-she-knows-it Lexi Berman, before quickly telling the struggling performer, "But you came off as really over-confident and it wasn't likable."
Happily, there were some compliments to be paid in the vocal department, as well, though very few made it on air tonight.
Singer-rapper Johnny Maxwell, 16, charmed with his original tune, "All These People," a pick-me-up hybrid in the vein of season-one standout Chris Rene's "Young Homie." Johnny doesn't sing as well as Chris did, but all of the judges were willing to bet on him.
"I feel like you're so fun to watch...You're adorably cute," Britney Spears said. And of course Demi agreed.
The other standouts of the night, meanwhile, were Jason Brock, who blew the judges away with "New York State of Mind," and 13-year-old Carly Rose Sonenclar, who obviously had Simon Cowell thinking one thing.
"Miss Thang, you are a little diva!" raved Britney. "You were unbelievable...You can see, all of us are completely in love with you."
"Your soul is old," noted L.A. Reid, while Simon tried his best to get her to confess that someone else had been doing the singing behind her.
"You're also really, really confident, and it's effortless for you, which blows my mind because you're only 13," observed Demi, who declared herself "obsessed" with Carly (who obviously knew how to work her confidence in the right way).
Meanwhile, E! News can confirm that Will.i.am will be working as a mentor with Britney's group (whether she gets the girls, guys, groups or over-30s will be revealed in a few weeks) this season.
In fact, X Factor was shooting at Britney's house today, a source tells us.
"Her contestants have been through boot camp and so they are now a much smaller group of finalists who will be battling it out on the live show," the insider says. "Britney loves Will.i.am, they have a great rapport and he is an amazing producer. They have known each other for a while and get on really well. It makes perfect sense that they would be paired up together, so they can prepare her team for the battle ahead. She really respects him and loves that he is there to help advise her team."