Open Up and Say... Ahh! is the second studio album by American glam metal band Poison, released in 1988 through the Enigma label of Capitol Records.

The album, which ultimately sold eight million copies worldwide, proved to be the band's most successful release.

It spawned four hit singles, which are "Nothin' but a Good Time", "Your Mama Don't Dance", "Fallen Angel", and their only number one single to date, "Every Rose Has Its Thorn". The album is widely considered a classic in the glam metal genre.

Open Up and Say... Ahh! reflects a style commonly characterised as glam metal, a form of heavy metal which had its genesis on the East Coast of the United States (and, in particular, the sound of New York City band Kiss), but which was transplanted to the Sunset Strip in Los Angeles, California in the 1980s. However, the album contains less of a heavy metal influence than a typical glam metal album, rather being more traditional rock and roll-based. The west-coast influence is reflected more prominently on the album than on its predecessor, Look What the Cat Dragged In, with aspects of Van Halen styled Californian stadium rock becoming increasingly apparent.

The album’s themes are partying ("Nothin’ but a Good Time", "Your Mama Don’t Dance"), lost innocence ("Back to the Rocking Horse", "Fallen Angel"), lost love ("Every Rose Has Its Thorn"), anti-social behavior ("Bad to Be Good"), and, most importantly, sex ("Love on the Rocks", "Good Love", "Tearin’ Down the Walls", "Look but You Can’t Touch").

Vocalist Bret Michaels wrote the band's most successful single, "Every Rose Has Its Thorn", in response to a failed love affair with a Los Angeles stripper. Poison had been playing at a cowboy bar called The Ritz in Dallas, Texas. After the show, Michaels called the woman at her apartment and heard a man's voice in the background. Heartbroken, Michaels wrote the song with an acoustic guitar in a laundromat.

The song "Nothin' but a Good Time" was born from the merger of a guitar riff by C. C. DeVille and a chorus by Michaels. Michaels later explained that he was in search of a "kick ass big arena rock song" which would make him feel good about his life. The song was about "not wanting to be held back by working a job and being depressed", as portrayed in its music video.

The track "Your Mama Don’t Dance" was a cover version of the 1972 song written by Loggins and Messina from their 1972 self-titled album.

"Nothin' but a Good Time" is featured in Mr. & Mrs. Smith, when John Smith (Brad Pitt) listens to it while driving through the desert in a dune buggy. The song is also on the official soundtrack of the movie.

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