(Wayne P. Walker - Jim Kandy)

Is that look of disguise that I see there in your eyes
Are you leading me on just for fun
There's one thing I must know that will make me stay or go
In your heart am I really number one.

Second best is something I won't be
I know being second best would get the best of me
So be sure you take your time while you're making up your mind
'Cause second best is something I won't be.

--- Instrumental ---

Living life without you would be oh so hard to do
So I just got to know where we stand
I won't be second best sharing your love with the rest
In your heart I must be the only man.

Second best is something I won't be
I know being second best would get the best of me
So be sure you take your time while you're making up your mind
'Cause second best is something I won't be.

'Cause second best is something I won't be...