All the Girls in the World Beware!!! is Grand Funk Railroad's ninth studio album. The 1974 album was the group's second album released that year. First there was the heavy metal power trio, then the powerful hard rock quartet and then after years of loud, in-your-face rock albums and tours, Mark Farner, Don Brewer, Mel Schacher and Craig Frost went into the studio and made an album that has a lot more R&B combined with good ‘ol Rock and Roll and way ahead of its time. The album's combination of high-gloss production and the band's energy resulted in some impressive hits: "Some Kind of Wonderful" is an exuberant, organ-drenched soul song that highlight's the group's strong harmonies while "Bad Time" mixes a delicate, string-laden melody with a pulsing beat from the rhythm section to create a one-of-a-kind power ballad. All The Girls...has many inventive moments. The seven-minute “Good & Evil” is fascinating for Brewer's strange, processed lead vocal. “Look At Granny Run Run” is sheer, goofy fun and "Memories" is a serious stab at out-and-out balladry. All but two of the songs on the album were written by members of the band. Grand Funk Railroad continued to move further into the pop/rock mainstream with this hit album. The album's artwork included taking the faces of the band members and manipulating them onto the bodies of famous body builders Arnold Schwarzenegger and Franco Columbo. The body builder photos are used on the front and back of the booklet. The center spread art is a Neal Adams illustration of the body builders surrounded by a crowd of young female fans.