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The second studio album by the American pop rock band, originally released in March 2008. The album was recorded at the Studio at the Palms in Paradise, Nevada with additional production at Abbey Road Studios in London with producer Rob Mathes. Inspired by baroque pop and the works of The Beatles and The Beach Boys, the psychedelic-styled rock album differs greatly from the techno-influenced pop punk of 'A Fever You Can't Sweat Out' (2005). Features the singles 'Nine in the Afternoon', 'Mad as Rabbits', 'That Green Gentleman (Things Have Changed)' and 'Northern Downpour'.

Track Listing:
1. We're So Starving - Panic! At The Disco
2. Nine in the Afternoon - Panic! At The Disco
3. She's a Handsome Woman - Panic! At The Disco
4. Do You Know What I'm Seeing? - Panic! At The Disco
5. That Green Gentleman - Panic! At The Disco
6. I Have Friends in Holy Spaces - Panic! At The Disco
7. Northern Downpour - Panic! At The Disco
8. When the Day Met the Night - Panic! At The Disco
9. Pas De Cheval - Panic! At The Disco
10. The Piano Knows Something I Don't Know - Panic! At The Disco
11. Behind the Sea - Panic! At The Disco
12. Folkin' Around - Panic! At The Disco
13. She Had the World - Panic! At The Disco
14. From a Mountain in the Middle of the Cabins - Panic! At The Disco
15. Mad As Rabbits - Panic! At The Disco

Year of Production: 2008

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