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What Will the Neighbours Say? is the second album by British all-female pop group Girls Aloud. It was released in the United Kingdom on 29 November 2004 by Polydor Records. Brian Higgins and his production team Xenomania were enlisted to produce the entire album, allowing for more inventive ideas. What Will the Neighbours Say? explores various subgenres of pop music.

What Will the Neighbours Say? was released to mostly positive reviews from contemporary music critics. It yielded five top-ten singles and had high sales, going double platinum in the United Kingdom and Ireland. The album was followed by Girls Aloud's first tour, What Will the Neighbours Say? Live.

Polydor Records enlisted Brian Higgins and Xenomania to produce Girls Aloud's second album in its entirety, following the success of Girls Aloud's debut album Sound of the Underground. Xenomania produced all four of the album's singles. "When the second album came round, the label said, 'Listen, we're not going to do this group any more if you don't do it.'" Higgins explained. "I think my initial reaction was to do a few tracks and he said, 'No, you have to do this because I think you're the only person who understands exactly what it is'. So, that's how we took it on."

Higgins said, "The pressure to come up with singles was, as always, immense. But [...] we were able to have a lot of fun working on ideas that were maybe a little too odd to be on the radio." The album was recorded from April to September 2004, although its lead single "The Show" was released in June 2004. The album title comes from a lyric in the song "Love Machine" which asks, "what will the neighbours say this time?" This lyric is a reference itself to a line from "Sound of the Underground", in which Girls Aloud sing "Neighbour's banging on the bathroom wall / He's saying 'Crank the bass, I gotta get some more'"

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