[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