Top 10 'Glee' Season 2 Videos

'Glee' Season 2 blew our expectations out of the water -- the song medleys, dance performances, and solos were better than Season 1 -- and here are the videos to prove it. From Britney Spears to Bruno Mars, Rocky Horror to Gwyneth Paltrow, 'Glee' Season 2 had just about everything going for it. Here is our list of the top 10 videos from 'Glee' Season 2.

10. 'Telephone' (Lady Gaga feat. Beyoncé)
Reluctant to let a newcomer steal her spotlight, Rachel goes head-to-head with new student Sunshine Corazon -- played by Charice -- in this 'Glee' rendition of 'Telephone' from Season 2, Episode 1, 'Audition.'



9. 'Lucky (Jason Mraz & Colbie Caillat)
When the 'Glee' kids go against one another in a friendly duet competition, this awesome video is the outcome. Watch newcomer Sam (Chord Overstreet) win Quinn over as they perform Jason Mraz and Colbie Caillat's 'Lucky,' from Episode 4, 'Duets.' This fun version of 'Lucky' appears on the latest release from the cast, 'Glee: The Music, Volume 4.'



8. 'Time Warp' (The Rocky Horror Show)
This performance from Season 2, Episode 5 -- the super-hyped 'The Rocky Horror Glee Show' episode -- is nothing short of Rocky Horror perfection. Check out all of your favorite 'Glee' characters as your favorite Rocky Horror characters in this ensemble stage performance of 'Time Warp.'



7. 'Losing My Religion' (R.E.M.)
After seeing the image of Jesus on a piece of burnt toast, Finn realizes he's been silly to find religion in food -- and serves up a perfect solo performance of R.E.M.'s 'Losing My Religion' in this video from the 'Grilled Cheesus' episode of 'Glee.'



6. 'Teenage Dream' (Katy Perry)
No. 6 on our countdown of the top 10 'Glee' Season 2 videos is the New Directions' rival glee club's performance of 'Teenage Dream.' Darren Criss leads the Warblers in this acapella number from Episode 6 -- 'Never Been Kissed' -- which acts as a warm introduction to show Kurt what he's missing at Dalton Academy.



5. 'Forget You' (Cee-Lo)
Gwyneth Paltrow laid it down in Episode 7 with a cleaned-up version of Cee-Lo's 'F--- You.' As substitute Holly Holiday, Paltrow shows New Directions that she's got the walk to match her talk -- dance moves included. Check out Gwyneth Paltrow's incredible 'Glee' debut with 'Forget You,' from 'The Substitute.'



4. 'Baby One More Time' (Britney Spears)
The 'Glee'-ked version of Britney Spears' 1999 pop hit, 'Baby One More Time' is one for the books. Watch Rachel nail Britney's original music video as she dances through the halls of her high school in this performance from Season 2, Episode 2, 'Britney/Brittany.'



3. 'Empire State of Mind' (Jay-Z and Alicia Keys)
New Directions try to show McKinley High how cool the glee club can be by laying down an ensemble performance of Jay-Z & Alicia Keys' 'Empire State of Mind' in the courtyard. This hip performance -- from Season 2, Episode 1, 'Audition' -- set the bar high for the episodes that followed it, with rapping, break-dancing and gold chain necklaces.



2. 'Marry You' (Bruno Mars)
The 'Glee' version of Bruno Mars' 'Marry You' is a necessity for a top 'Glee' Season 2 videos list, because it incorporates the three things we love most about the hit Fox show: Emotional plot lines, dancing, and Top 40 hit songs. Watch the cast couple-up in this fun video from Season 2, Episode 8, 'Furt.'



1. 'Umbrella' / 'Singin' in the Rain' (Rihanna)
'Glee' is as 'Glee' does, and 'Glee' does a smash-up job at mash-ups. No. 1 on our list is a second video from Season 2, Episode 7 -- 'The Substitute' -- because when Gwyneth Paltrow does 'Glee' it's larger than life. This mix of Rihanna's 'Umbrella' and the classic 'Singin' in the Rain' -- performed by Holly Holiday, Will, and the entire glee club -- will leave you dripping with glee.