Who were you thinkin' of
When we were makin' love, last night
You had a smile on your face
I ain't seen in some time

I know it wasn't me
Sharing your fantasy all night
Who were you thinkin' of
When we were lovin' last night

Who were you thinkin' of
When I was makin' love to you
Some good looking stranger
Or was it a close friend of mine

You got more out of it
Than I put into it, that's true
I'd like a peek at the
Phantom you keep in your mind

You're like a moth
That longs to touch a star
You close your eyes
And you escape from where you are
To where you'd like to be
Aw, but you used to fly with me

Who were you thinkin' of
When we were makin' love last night
Who were you yearning for
While I was burning for you

You didn't want to quit
When we were into it, did you
Who were you thinkin' of
When we were lovin' last night