The band is co-producing the 13 songs with Marc Hudson and Eric Stenman at their studio in northern California. Under The Boards continues a story about self-discovery that began with last year's Sound the Alarm and will conclude with a third album, Daybreak, to be released next year. Says frontman Chris Conley: "Sound The Alarm is an expression of discontent. Under the Boards is reflection and remorse. Daybreak is acceptance." Conley notes that parts of the album are darker than Sound the Alarm as it's the transitional chapter of the trilogy ("like The Empire Strikes Back"), but adds, "It's going to be an interesting listen. There are a lot of different moods in these songs." Says Soloway, "'Woe', is the heaviest song we've ever written and two of the songs, 'Get Fucked Up' and 'Can't Stay The Same', might be the most poppy tunes we've ever done.
Several of the album's tracks were written as far back as 2003, immediately after the In Reverie sessions. The song "Woe", for example, was the first song Conley wrote after the completion of In Reverie. It ranked #119 on the Billboard 200.