According to Kerri Mason of Billboard, the composition 'carr 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. 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 'LoveGame'. 'Poker Face' is an up-tempo dance-pop song, and follows the footsteps of the previous single 'Just Dance'. Although not in the official lyrics, the switch can be heard every second repetition of the phrase during the chorus. During Rango Tanga, Lady Gaga admitted 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'. When RLT Boulevard asked Gaga about the hook, she replied: ' I love Boney M so perhaps subconsciously it came out in the song'. According to BBC, the 'Mum-mum-mum-mah' hook used in the song is copied from Boney M's 1977 (jobs) hit, ' Ma Baker'.

There is also an ambiguous part with 'He's got me like nobody' and 'She's got me like nobody' in the chorus, which caused some undertone of confusion about love and sex. 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.

Gaga was inspired by her days as a New York City go-go dancer, and is one of her favorite songs of the album. Lyrically 'Poker Face' is about sex and gambling. 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.

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