-Behind The Mask
*written by Chris Mosdell and Ryuichi Sakamoto with additional lyrics by Michael
The original instrumental with choral background was recorded by the Yellow Magic Orchestra for the 1979 album "Solid State
Survivor"
Quincy Jones heard it, brought it to Michael's attention, who recorded it, added an extra melody line, and extra lyrics
Issues with royalties prevented the song from making the cut

-Carousel
*written by Michael Sembello
The song was originally included on the album until "Human Nature" replaced it.
Was later released on the 2001 Special Edition of Thriller, but was edited to nearly 2 minutes. Michael's original version
can be easily found online. Michael Sembello's version(including extra lyrics) can be heard on his official site.

-Fantasy
*written by Michael Jackson

-Got The Hots
*written by Michael with Quincy Jones
was to be included on the 2001 Special Edition of Thriller. Finally was released on the Japanese edition of Thriller 25

-Hot Street
*written by Rod Temperton
Quincy and Rod felt it wasn't strong enough although Michael liked the song.

-Slapstick
*the original version of Hot Street

-Learned My Lesson
*written by Michael in 1981. Two versions exist

-Love Never Felt So Good
*written by Michael with Paul Anka and Kathy Wakefield. Later recorded by Johnny Mathis in 1984

-Much Too Soon
*written by Michael in 1981

-Nightline
*written by Glen Ballard
Even though the song didn't make the album, Ballard would go on to co-write "Man In The Mirror" for 1987's Bad and "Keep
The Faith" for 1991's "Dangerous".
Nightline would later be recorded by the Pointer Sisters for the ORIGINAL pressing for their 1983 LP "Breakout"(replaced by
I'm So Excited"
also recorded by Randy Crawford

-Nymphette Lover
*written by Michael in 1981

-Rolling The Dice
*written by Michael in 1982

-Saved By The Bell
written by Michael and Jermaine Jackson for either Thriller, Dynamite, or the Victory album.

-She's Not A Girl
*written by Michael in 1982

-She's Trouble
*written by Terry Britten, Bill Livsey and Sue Shifrin
later recorded by Scott Baio for his 1983 LP "The Boys Are Out Tonight" and by Musical Youth for their 1983 LP
"Different Style". The single peaked at #65 on the Hot 100 and #25 on the R&B chart.

-The Sky Is The Limit
*written by Michael and Jermaine

-Starlight
*the original version of "Thriller"

Michael Boddicker was in the studio when Michael, Rod, and Quincy played the song back and began throwing ideas at each other
like changing certain chords to make the song sound darker. A day or so later, it song became what we know as "Thriller"

-What Do You Know
*written by Michael in 1981


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