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Katie Holmes on Project Runway: All Stars: What Was "Upsetting"—and Who Disagreed?!

Project Runway All-Stars, Isaac Mizrahi, Georgina Chapman, Carolyn Murphy, Katie Holmes, Carmen Marc Valvo David M. Russell/AETN

Katie Holmes is nothing if not a fashion plate—and a rather kind one at that.

But while she applauded most of the top four designers' looks on tonight's episode of Project Runway: All Stars, she didn't hold back from speaking her mind when it came to...

Anthony Ryan Auld?!

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The challenge being to create a look for a real-life woman—in this case a female military veteran—the usual front-runner found himself in danger after his plus-size creation left a lot to be desired. Especially in the bust department.

"The thing that was upsetting to me was, 'I want all this hidden,'" Holmes said during the judges' tête-à- tête, referring to the model's wish to camouflage rather than highlight her curves, "but my eye went straight there."

"The proportion was off," agreed fellow guest judge Carmen Marc Valvo. "You want cleavage, you want beautiful breasts, you want a beautiful décolleté!"

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Georgina Chapman said that Anthony Ryan's dress made her "very cross" and Carolyn Murphy lamented the less-than-flattering look, as well.

But, look out, Isaac Mizrahi didn't agree with any of them!

"I really liked it and I will not hear this about how," he rolled his eyes, "how 'unflattering' the dress was."

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"I understand that, but your job as a designer is to take somebody's—" Chapman began, before Mizrahi cut back in: "No, your job as a designer. Somebody else's job as a designer is to do something else, I'm sorry."

Holmes also had the honor of informing Joshua McKinley that he had won the challenge, his flirty black frock for a prosthetic-rocking vet winning rave reviews.

Anthony Ryan ultimately stayed in—and, just when it looked as if the honorable discharge was going to go to Emilio Sosa for a bright-yellow (he does love that color!) cocktail dress that just didn't come together this week, it turned out he was safe, too, and nobody was sent home.

A Project Runway: All Stars first!

Katie Holmes is no stranger to fashionable looks—check 'em out

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