Class is in session for Broadway vet Carly Rose Sonenclar, who brought out her inner Britney Spears on the October 31 episode of The X Factor. Backed by a classroom of high-stepping dancers (a la "Hit Me Baby One More Time"), Sonenclar sang a soulful rendition of Etta James’ “Something’s Got a Hold on Me"—recently popularized by rapper Flo Rida in his song "Good Feeling." Although the 13-year-old dynamo gave the performance her all, she got a lukewarm response from judges Demi Lovato and L.A. Reid. Britney Spears and Simon Cowell felt differently, however—Cowell even thought it would be “criminal” to eliminate the Wonderland and Les Miserables alum from the competition. Click below to judge the performance for yourself!