The origins of this song lie in an instrumental track of the same name by Japanese electro pop outfit Yellow Magic Orchestra from their 1979 album, Solid State Survivor. After hearing "Behind The Mask," Jackson contacted the group to ask for permission to add his lyrics on the track converting it into an ode to living life under a microscope. Originally intended for Thriller, it was reportedly left off because of a song credit dispute. The song was updated after Michael's death by one of his estate's executors, John McClain.
Eric Clapton recorded a cover of the YMO song with lyrics for his 1986 August album. The song was released as a single, and hit #15 in the UK on January 17, 1987.
The song features the vocals of Shanice, who is best known for her 1991 hit, "I Love Your Smile." This was not her first outing on a Jackson album having previously sung back up on the hook of his song, "Keep The Faith."
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