Though the album followed on from 1993's "Footsoldier in the Moonlight", "Poletown" marked the reforming of the original band. Iris and the Cruisers re-congregated at Jeree's Recording Studio to record the album. Ten of the album's tracks were musically written by all members of the band, with Mark Avsec writing all lyrics. "Poletown" marked a dramatic departure from the band's previous work, with the songs being lyrically and musically dark and brooding. It was the last time that the band recorded with engineer Jerry Reed, who died in 1999.