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VOICE OVER: Emily Brayton
Script written by Q.V. Hough

This show brings out the inner diva in all celebrities who appear on the show! This time we've featured Queen Latifah, Marlon Wayans, Alison Brie, Katharine McPhee, Samira Wiley, Kate Upton, Ricky Martin, Taraji P. Henson, Gina Rodriguez, Wilmer Valderama and Laverne Cox for the second round of Lip Sync Battles.

#10: Clark Gregg vs. Hayley Atwell

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For this fierce battle, two Marvel Universe stars engage and hilariously work outside the box. First off, Clark combines street bravado with serious facial expressions for “Rump Shaker,” while Hayley delivers a more organic and sensual performance with “Pretty Fly (for a White Guy).” For Round 2, however, both performers fully embody their subjects, with Clark getting all sassy in Britney blue with “Toxic,” shaking his booty for even more credibility. Hayley follows up with high theatrics for Lady Gaga’s “Bad Romance,” but it’s not enough to override Clark’s more revealing performance.

#9: Gina Rodriguez vs. Wilmer Valderrama

In this Season 2 battle of TV stars, it’s all about sexuality and attitude. Kicking it off, Gina channels Lil Wayne for “A Milli,” fully separating from her typically sweet demeanor. Meanwhile, Wilmer keeps it “loca” by locking into the Ricky Martin persona, accentuating all his little mannerisms. For the second and final round, Wilmer activates his bad boy, Backstreet persona while leading a large-scale dance routine. While he pulls off a great performance, Gina injects some extra personality into her performance, even smashing a guitar like a true rock star to seal the deal.

#8: Terrence Howard vs. Taraji P. Henson

For this “Empire” battle, Taraji keeps it 100 for a composed rendition of “Just Fine.” Of course, she gets extra points for bringing Mary J. Blige on stage, too. But then Terrence Howard slows it down with an old school Boyz II Men jam, complete with passionate facial expressions and moody lighting, not to mention a dramatic fall to close it out. For the concluding round, Terrence stays on point for a stylish, revealing and confetti-laced performance of “Brick House.” Despite Taraji’s highly stylized and elegant Madonna cover, it just doesn’t match the raw power of her TV boo.

#7: Queen Latifah vs. Marlon Wayans

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Known for their big personalities, these two stars bring some versatility to the “Lip Sync” stage. Marlon actually hypes up the crowd BEFORE his “Happy” performance, following up with clever legwork, old-timey fingersnaps and a feel good vibe. For Queen Latifah, she brings all that En Vogue sex appeal, completely glammed out while commanding the stage with grace. Then she comes back hard with LL Cool J’s “Rock the Bells” in Round 2, oozing some old school flavor. Unfortunately for Marlon, it overrides the emotive and somewhat kinky choreography of his “Stay With Me” moment. And so, this one goes to the Queen.

#6: All Stars: Live

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For this four-person, Olympic-themed battle, Terry Crews plays into the “Fight the Power” concept, fully wilding out amongst presidential impersonators. As a response, Olivia embodies the enigmatic Sia, capturing all the flair and theatrics of her live shows. In turn, vocalist John Legend enlists the one and only Stevie Wonder for a highly coordinated homage to Outkast’s “Hey Ya!.” But this battle is Michael’s, and he outshines the competition by providing a gritty take on Eminem’s “Lose Yourself.” Rather than impersonating Slim Shady, he makes it his own, all the while closing with a red, white and blue theme.

#5: The Cast of “Stranger Things”

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We knew we liked those kids. Each of the four boys hit us right in the nostalgia, and we loved every second. Finn combines a ‘50s Buddy Holly style with a thrashing rock and roll aesthetic. In contrast, Gaten brings out his Broadway experience in his Train interpretation, allowing for some comedy and drama. In response, Noah builds upon both styles by impersonating the iconic Mick Jagger, so much so that we had to do a double-take. However, this battle goes to Caleb. He keeps the audience hyped up, popping and locking like nobody’s business, and fully owning the LL Cool J jam, while the man himself witnesses the spectacular performance.

#4: Zoe Saldana vs. Zachary Quinto

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In Season Two, Zoe delivers a playful yet multi-layered take on Twenty One Pilots “Stressed Out,” even infusing some ballet. Then you’ve got Zachary, who shifts the attention elsewhere in “Freedom 90,” courtesy of an extremely naked Cindy Crawford, all the while staying true to 80s-era George Michael. In the final round, though, Zoe completely owns her “No Scrubs” performance, paying homage to Lisa “Left Eye” Lopez while holding her own alongside original TLC members Chili and T-Boz. With all due respect to Zachary’s unique interpretation of Missy Elliott’s “Get Ur Freak On,” Zoe is just too hot to handle.

#3: Kate Upton vs. Ricky Martin

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In this pairing of pop culture icons, Ricky takes control first with a great “Risky Business” impression, keeping it light with his “Old Time Rock and Roll” vibe. But Kate gets all sensual for 2 Chainz’ “I’m Different,” unafraid to get frisky while flaunting her natural assets. Ricky counteracts with another throwback rendition, essentially doing what he does best with “Footloose.” Yet, Kate stays on brand by accentuating her sex symbol status, along with that of late 90s Britney Spears. Even so, this battle was all about Ricky being Ricky, which earned him the victory in the end.

#2: Laverne Cox vs. Samira Wiley

It’s not always wise to begin slow, but it works beautifully in this “Orange Is the New Black” matchup. To begin, Samira captures the stage presence of Toni Braxton, selling each second of “Un-Break My Heart” with pure drama. In a bold power move, Laverne taps into the Nicki Minaj persona for “Roman’s Revenge,” even talking some trash to her castmate. But Samira doesn’t back down, as she claps back with the anthemic “O.P.P.”, bolstered by the some legit choreography and Naughty by Nature themselves. As a result, she manages to withstand Laverne’s highly extravagant rendition of Beyoncé’s “Lose My Breath.” Before we unveil our top pick, here are a few honorable mentions. Jason Derulo vs. Katharine McPhee Alison Brie vs. Will Arnett Snoop Dogg vs. Chris Paul

#1: Zendaya vs. Tom Holland

In this “Spider-Man” battle, Tom brings it early on, keeping it fresh with Nelly’s “Ride Wit Me.” For Zendaya, she pinpoints the attitude of Ms. Erykah Badu, maintaining the audience’s attention with her bossy “Tyrone” interpretation. For her follow-up, Zendaya picks up the pace with Bruno Mars’ “24K Magic,” and on most days, this would have given her the victory. But Tom concludes with a jaw-dropping performance of “Umbrella.” With the stunning choreography and elaborate nods to the original music video, Tom Holland absolutely slays his rendition. The bar is pretty high for any other “Lip Sync” competitor.

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