The song breaks down to a more instrumental section toward the end that mainly consists of guitar, bass and drums with an occasional keyboard riff.

The song addresses prejudices and racism, referring to "Uptown" as a metaphor for an ideal place that is free of such things.

Prince sings in the first person, and the song opens describing a chance meeting with an attractive woman who then asks in an offensive way if he is gay.

The lyrics then rail against prejudice and racism as narrow minded, and exalt in an attitude and spirit that is free of such negativity.

Uptown is described as an area where one can be free to express oneself, and Prince was very fond of the concept.