This slow, tickling number features Barbadian singer Rihanna and was produced by J.R. Rotem (Sean Kingston, Nicole Scherzinger). Minaj and Rihanna also teamed up for the latter's Loud track "Raining Men." Rihanna told MTV News the two ladies had been collaborating with one another for quite some time. "We did work together on music for [Loud track ] as well as [for my 2009 release] Rated R," she explained. "It was the end of the album, but she was sending me these incredible songs. Like I wanted some up-tempo stuff from her that was kind of gangsta, but she sent me these ballads and they were beautiful and I couldn't believe that it was a female MC writing these songs. She's really talented and I want to work with her again."

Like Barbadian native Rihanna, Minaj was born on a West Indian island - Trinidad. The New York MC said on her website: "'FLY' is one of my absolute faves. I wanted to work with Rihanna for a long time. I'm very proud of her accomplishments; especially since she was born on an island like me."

Minaj explained the song's meaning on her website: "This song is a female empowerment song. But then again, its not specific to just women. It speaks about flying, soaring high… in the face of every single solitary adversity that comes your way. I speak about how the media has attempted to box me in and how that has made me feel suffocated. After years of being dragged thru the mud, I've mustered up the courage to re-define myself. I believe that I represent an entire generation. My fans have become my family; and together we have become a movement. Get ready for it. We came to win."

J.R. Rotem told MTV News how Minaj reached out to him, to include this tune as a last-minute addition to the album: "Near the tail end of her project, I came into the studio and I had some tracks [for her]. That was one of the ones I was excited about," he explained. "When I played it for her, she knew instantly: 'Yes, this is the record.' She connected with it immediately. I could just tell she was excited by it, which excited me."