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After DeVille's departure, Poison sought to reestablish their identity in a changing musical landscape. They auditioned thousands of guitarists before bringing in Richie Kotzen, whose blues-infused style would drastically alter their musical direction. The shift to a mature sound was coupled with the introduction of a 20-member choir and the Tower of Power horn section on their new project.
Despite their desire for reinvention, the new sound divided their fan base. Critics and longtime supporters were unsure how to receive the substantive changes in Poison's aesthetic.