Songfacts®:

• This is a single from Mariah Carey's remix album, Angels Advocate. The song is a new version of "Up Out My Face," a track from Carey's 2009 LP, Memoirs of an Imperfect Angel, aimed at Urban and Rhythm radio formats. It features additional vocals from American rapper and singer Nicki Minaj, who at the time of recording was probably best known for contributing to the Young Money hit single, "Bedrock."
• Minaj told MTV News that she was surprised to be asked to work with Mariah Carey on this remix and its video: "That one, I didn't believe until I was physically in the studio that I was doing with something with Mariah," she said. "I didn't even tell anyone I shot a video with Mariah, because I didn't even believe. In the back of my mind, I felt like, 'This video is not gonna come out. There's no way I'm gonna do a video with Mariah Carey before I even put out my album.' Then, when it came out, I think it was the #1 video on YouTube in one day, something crazy like that. She's an icon, I've loved her since I was little, like 'Vision Of Love,' 'Someday.' I was one of those little girls in the mirror singing her songs with my mother."
• Carey's husband, Nick Cannon, directed the song's music video in which he also makes a cameo appearance. The clip features Carey and Minaj as several different characters including Barbie dolls who escape their boxes. The doll angle fits in with Minaj's "black Barbie" persona. "I think it was dope," the Queens MC commented to MTV News. "A lot of times, more famous artists or more confident artists take from a younger artist but they'll never include you in that. I feel like she liked the whole doll thing and she wanted to do it with me. But she said that: She said, 'Everybody's gonna say "she's doing Nicki."' But I told her, she's always had a doll persona, like all that 'doll baby' [stuff]. So it goes perfect with Barbie and we had fun. That's all that matters."
• The song climbed to #39 on R&B/Hip-Hop Songs. However, following the release of its music video, it was announced that Angels Advocate had been scrapped and so subsequent promotion and releases of the single ceased.
• Carey and Minaj teamed up again in 2012, when both the divas were appointed judges on the twelfth season of American Idol.