In a second night of auditions, The X Factor judges headed to Denver, Colo. and the Long Island section of N.Y.

After a rocky start - including a girl who didn't even know who Simon Cowell was - the competition eventually got down to the real talent

Best Performance

When Simone Torres took the stage, she didn't even catch Simon's attention. However, when she launched into a rendition of Wilson Pickett's Mustang Sally, the 19-year-old had everyone staring. With a deep, powerful voice, the Long Island native also had control of the stage, a combination which guaranteed her both a standing ovation and four yeses from the judging panel.

Accepted Acts

The first true competitor of the night, 15-year-old Rylie Brown came as a breath of fresh air. Performing her own rendition of Zedd's Gravity, the youngster momentarily forgot the lyrics but quickly recovered and wowed the judges with her clear vocals. Brown received praise across the board and was allowed to move on in the competition.

Next up was 36-year-old Jeff Brinkman. A doggie daycare owner and a brand-new father to a little girl, Brinkman auditioned to You Are So Beautiful by Joe Cocker. With a raspy voice imbued with an intense level of emotion, the shaggy haired singer passed the judge's inspection an left the stage knowing he would be advancing to the next round.

However, traveling to Long Island all the way from Nashville, aspiring country-star Rachel Porter proved to be one of the breakout stars of the second night. Auditioning in the Overs category, the 29-year-old bartender received a standing ovation from three judges (don't expect Cowell to get up for anyone) following her performance of Queen's Somebody to Love. Porter received a check mark in "yes" category from all the judges.

The next competitor to take the stage was the overly confident Jorge Pena. While he initially charmed the ladies, he soon managed to annoy the female judges with his cocky attitude. From Colombia via Long Island, Pena sang well in Spanish but only received the most grudging yeses from The X Factor's four gatekeepers.

Roxxy Montana, three sisters from Detroit, were one of the few groups to make it through the audition process. While their first song, One Night Only from Dreamgirls, wasn't quite up to snuff, the trio was given a second chance. The girls then launched into an a capella gospel song which led Cowell to say they were possibly one of the best groups to ever audition.

Al Calderon, a 19-year-old restaurant host, was the next singer to capture the hearts of the audience. Performing Sara Smile by Hall and Oates, Calderon made it through the audition process despite tuning issues pointed out by Cowell.

The last act of the night, 41-year-old Denise Weeks began The Greatest Love of All by Whitney Houston with a track but was soon stopped by Cowell. The judge then had Weeks sing without accompaniment, a choice that led to much better results. The subway winger was soon on her way to the next round.

The X Factor airs on Fox.

Tags: The X Factor USA 3