The 2012 Grammy Awards take place Sunday evening at the Staples Center in Los Angeles. The 54^th Annual Grammy Awards will certainly be memorable and somber, after the passing of Whitney Houston on Saturday. Artists Jennifer Hudson and Chaka Khan are set to honor the late singer with a performance Sunday night.

Stars hit the red carpet to pay homage to the music industry and now, suddenly, to the late great Whitney Houston.

"What can I even say?" said Adam Levine of Maroon 5. "She's Whitney Freaking Houston. She inspired everybody."

The red carpet may be the last thing on people's minds Sunday night, but Kelly Osbourne, host of E!'s Red Carpet, said that she hopes people "will come out and look their best" and remember Houston's best moments.

Celebrities dared to bare it on Sunday night. Fergie wore a sheer-lace Jean Paul Gaultier neon orange dress, straight from the Haute Couture runway in Paris. Rihanna wore a plunging, backless black gown that had heads turning all night.

Katy Perry decided to color coordinate her powder blue dress with her blueberry hair. Adele tried for opposites, opting for dark black against her fair skin and strawberry blonde hair.

The 2012 Grammys will be hosted by rapper LL Cool J. There is a list of highly anticipated performances including Coldplay and Rihanna; Foo Fighters; Bruno Mars; Paul McCartney; Jason Aldean and Kelly Clarkson; Nicki Minaj; Katy Perry; Bruce Springsteen and the E Street Band; and Taylor Swift. Chris Brown, Tony Bennett and Carrie Underwood are set to hit the stage together.

Alicia Keys and Bonnie Raitt will perform a tribute to the late Etta James. Jennifer Hudson and Chaka Khan will perform to honor the late Whitney Houston.

Hudson will sing Houston's smash hit "I Will Always Love You." According to The Hollywood Reporter, Hudson was "having a hard time" keeping her composure during rehearsals. She was "crying and had to keep pausing" to compose herself.

Take a look at the 2012 Grammys red carpet.

Carried Underwood: Gomez-Gracia gown

Adele: Custom Giorgio Armani

Adele: Bold red lipstick, cat eye makeup

Grammys 2012 Red Carpet

Fergie: Jean Paul Gaultier Haute Couture gown

Katy Perry: Elie Saab gown

Jessie J: Julien McDonald gown

Kelly Osbourne: Tony Ward gown, shoes by Giuseppe Zanotti, and jewelry by Pomellato.

Corinne Bailey Rae: Marni gown

Kelly Rowland: Alberta Ferretti gown

Mario Lopez

Mika Newton

David Guetta and Wife Cathy

Sasha Gradvia

Bonnie McKee

Sophia Grace Brownlee and Rosie