[Intro]

Uppermost, uppermost

Uppermost on my mind

[Verse 1: Michael]

Why would you accuse me

Of inconsideration?

When every minute and every hour

I'm at your beck and call, ooh

I just can't sleep at night

Until I know that you're alright

And the days

Well, let's not talk about them at all, ooh

[Chorus]

'Cause you're the uppermost on my mind

Uppermost on my mind

Don't you know I think about you baby all of the time

I said, said, said that you're the uppermost on my mind

Uppermost on my mind

First in every way

First baby, come what may

You're the uppermost, uppermost, uppermost on my mind

(Uppermost, uppermost on my mind)

[Verse 2: Michael]

Ooh, I guess I'm tired and guilty

Of thinking about myself

But I've got to be together, baby, to take care of you

Oh, yes I do

[Pre-Chorus]

And as long as you love me (Love me)

I'm gonna try my best to see (We'll see)

That the moments to myself

Are very few, oh, oh, oh

[Chorus]

You're the uppermost on my mind

Uppermost on my mind

Don't you know I think about you baby all of the time

Yeah, yeah, yeah, you're the uppermost on my mind

Uppermost on my mind

First in every way

First lovin' me today

You're the uppermost, uppermost, uppermost on my mind, yeah, yeah

You're the uppermost on my mind

Uppermost on my mind

Don't you know I think about you, baby, all of the time

You're the uppermost on my mind

Uppermost on my mind

First in every way

First lovin' me today

You're the uppermost, uppermost, uppermost on my mind