Although not in the official lyrics, the switch can be heard every second repition of the phrase during the chorus."Poker Face" is an uptempo dance-pop song, and follows the footsteps of the previous single "Just Dance".The song is an uptempo dance song, following in the footsteps of her previous single, "Just Dance", but has a darker musical tone.It peaked at #1 on the Billboard Hot 100, making it Lady Gaga's second number one hit, and also made two consevutives number ones in a row after Just Dance.Lady Gaga wanted to write a song her boyfriend would like, forming the main idea behind the song being about bisexuality and was a tribute by Gaga to her rock 'n' roll boyfriends. Gaga was inspired by her days as a New York City go-go dancer, and is one of her favorite songs of the album.The term, "Poker Face", represents the tricks she used to fool man, and sometimes woman that she was into them, so they would throw money at her.Whereas "Just Dance" was predominately electropop, "Poker Face" carries a dark sound with clear vocals on the chorus and a pop hook while combining the synths from "Just Dance" and the more dance-oriented beat of the next single "Love Game".According to Kerri Mason of Billboard, the composition "carr[ies] the pleather-and-sequins vibe of the downtown New York scene out of the underground and onto the FM dial without losing its smut and sass." According to the sheet music published in by Sony/ATV Music Publishing, the song is set in the time signature of common time, with a moderate tempo of 120 beats per minute.
When RLT Boulevard asked Gaga about the hook, she replied: "I love Boney M so perhaps subconsciously it came out in the song".
During Rango Tanga, Lady Gaga admited that Kiss FM was the only radio station to correctly censor the song during the chorus when she replaces poker face with "fuck her face".