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Up Out My Face

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"Up Out My Face"
Song by Mariah Carey from the album Memoirs of an Imperfect Angel
  • The Boom Boom Room
  • Honeywest Studios
Genre Club
Length 3:41
Label Island Def Jam
  • Carey
  • Stewart
  • Nash
Memoirs of an Imperfect Angel track listing
"It's a Wrap"
"Up Out My Face"
"Up Out My Face
(The Reprise)"

"Up Out My Face" is a song by American singer and songwriter Mariah Carey from her twelfth studio album, Memoirs of an Imperfect Angel (2009). Written and produced by Carey, Tricky Stewart and The-Dream, it is a club music song which includes a marching band in its instrumentation. It received a mixed response from music critics, but its humorous lyrics attracted praise. Brian Mansfield of USA Today believed that the lyrics were directed at Eminem, whom Carey has a longstanding feud with, at one point singing "I know you're not a rapper, so you better stop spittin' it." Carey released "Up Out My Face" as a remix featuring Nicki Minaj in January 2010 for a proposed Memoirs of an Imperfect Angel remix album called Angels Advocate, which was ultimately shelved.

Production and composition[edit]

Carey wrote and produced "H.A.T.E.U." with Tricky Stewart (left) and The-Dream (right).

"Up Out My Face" was written and produced by Mariah Carey, Tricky Stewart and The-Dream, for Carey's twelfth studio album, Memoirs of an Imperfect Angel (2009). Copyright is held by Rye Songs (2009) which is administered by Songs of Universal (BMI)/WB Music Publishing (ASCAP/Songs of Peer/March 9 Publishing (ASCAP). It was recorded by Brian Garten, Chris "Tex" O'Ryan and Brian "B-Luv" Thomas at The Boom Boom Room in Burbank and Honeywest Studios in New York City. They were assisted by Luis Navarro. It was mixed by Jaycen-Joshua Fowler and Dave Pensado (for Penua Project/Innersound Management) at Larrabee Studios in Universal City, and were assisted by Giancarlo Lino.[1]

A club music song that lasts for three minutes, forty-one seconds, "Up Out My Face" appears as the ninth track on the album; track ten is a fifty-one second reprise called "Up Out My Face (The Reprise)".[1][2] Its instrumentation makes use of a "thumping" marching band coda,[2][3] while its lyrics are about expressing "anger at an incompatible lover".[4] Brian Mansfield of USA Today highlights the lyrics "If we were two Lego blocks, even the Harvard University graduating class of 2010 couldn't put us back together again" as one of the album's "many funny lines".[5] Rolling Stone writer Jody Rosen wrote that the singer "gets in touch with her funny bone" on "Up Out My Face".[3] Sal Cinquemani of Slant Magazine described the references to Lego, Harvard University and Humpty Dumpty as "a whole new level of lyrical ridiculousness".[6]

Lyrical interpretation[edit]

A man looking to his right with his mouth open.
USA Today writer Brian Mansfield speculated that the lyrics of "Up Out My Face" were about Eminem (pictured).

Brian Mansfield speculated that Carey was addressing Eminem in the lyrics,[5] with whom she has had a longstanding feud.[7][8] Carey has reportedly been romantically linked with several male celebrities during the course of her career, some of which she has openly spoken about and acknowledged, while others she has denied dating.[8] Eminem has claimed on multiple occasions that he dated Carey, but Carey has always firmly denied that she knew him on a romantic level.[7][8] In 2001, Carey contacted Eminem to discuss the possibility of writing a song together for inclusion on Carey's ninth studio album Charmbracelet (2002), and they reportedly started dating soon after.[8]

In 2002, Eminem mentioned the singer twice on The Eminem Show, his fourth studio album, on the tracks "Superman" and "When the Music Stops", both of which were revealed to have been inspired by their relationship in Eminem's 2008 autobiography, The Way I Am.[8][9][10] The former track contained the lyrics "What you trying be? My new wife? / What, you Mariah? Fly through twice,"[7] while the latter suggested that he begged to be taken back by Carey.[8] Later that year, Eminem confirmed that they had been in a relationship in an interview for Rolling Stone, but claimed to have not been fully committed to it and that he disliked her as a person, while Carey told Maxim that it was never a "sexual relationship" and interviewer Larry King "I hung out with him, I spoke to him on the phone. I think I was probably with him a total of four times. And I don't consider that dating somebody."[7][8] Carey recorded a song called "Clown" for Charmbracelet which "ambiguously addressed the relationship" with the lyrics "Should've left it at I like your music too" and "You should've never intimated we were lovers/ When you know very well we never even touched each other."[7][8]

In 2005, Eminem played voicemails to the audience during his Anger Management Tour allegedly from Carey and reported as saying "Why won't you see me? Why won't you call me?".[8] Eminem reiterated his dislike of Carey the following year on a track called "Jimmy Crack Corn" from his compilation album, Eminem Presents: The Re-Up, with the lyrics "Your mind's on us like mine's on Mariah / And y'all are just like her, you're all fucking liars / But I'll just keep fucking you like I fucked her / Right in the ass with KY yes sir."[7][8] 50 Cent referenced Carey's denial of the relationship on a track called "All of Me" from his third studio album Curtis in 2007: "Em predicted it all, I don't know how he knew it / He said women from Hollywood they liars, liars, liars / You fuck them, they get you heated, deny it like Mariah."[7][8] Two years later, Eminem released a song called "Bagpipes from Baghdad", on which he took aim at Carey's husband Nick Cannon by calling him a "prick" and wishing him "luck with the fucking whore".[7][8] The lead single from Memoirs of an Imperfect Angel was "Obsessed". Many critics believed the track to be about Eminem, and its accompanying music video portrayed Carey being followed by a male stalker which critics also thought bore a strong resemblance to the rapper.[7][8] Mansfield thought that the lyrical content of "Up Out My Face" appeared to be a continuation of "Obsessed" and her beef with Eminem, as Carey sings "I know you're not a rapper, so you better stop spittin' it."[5]

Critical reception[edit]

Bill Lamb of placed "Up Out My Face" in his list of the album's top four tracks.[4] Although J. Edward Keyes of Newsday described the track as "exuberant", he was critical of its placement on the album: "The production, courtesy of the reliable Tricky Stewart and The-Dream, feels boilerplate at best. At 17 songs, the record is far too long, and by the time the exuberant 'Up Out My Face' arrives, it feels like it was grafted on from a better record."[11] Ann Powers of Los Angeles Times thought that Carey lacked conviction in her approach to the song, writing that despite its aggressive tone, "restraint stops serving her agenda".[12]

Remix single featuring Nicki Minaj[edit]

"Up Out My Face (Remix)"
Single by Mariah Carey featuring Nicki Minaj
from the album Angels Advocate
Released January 26, 2010 (2010-01-26)
Recorded 2009
Length 4:23
Label Island Def Jam
  • Carey
  • Stewart
  • Nash
Mariah Carey singles chronology
"Up Out My Face"
"Angels Cry"
Nicki Minaj chronology
"Up Out My Face"
"My Chick Bad"

Background and release[edit]

Carey revealed that she intended to re-release Memoirs of an Imperfect Angel as a remix album in early 2010, titled Angels Advocate, consisting of remixes of the standard songs with new featured artists, including Mary J. Blige, Snoop Dogg, Trey Songz, R. Kelly, T-Pain, Gucci Mane and OJ da Juiceman.[13][14] "Angels Cry" and "Up Out My Face" from Memoirs of an Imperfect Angel were released as remix singles with Ne-Yo featuring on the former and Nicki Minaj on the latter.[14] The remix version of "Up Out My Face" featuring Minaj was released to rhythmic contemporary and urban contemporary radio in the United States on January 26, 2010.[15][16] It was made available for digital download on February 16, 2010.[17]

In an interview for MTV News at Dylan's Candy Bar, Minaj revealed that she had kept the collaboration a secret from everyone she knew because she was "so surprised" at being asked to work with Carey and did not believe that the collaboration would actually come to fruition.[18] "That one, I didn’t believe until I was physically in the studio that I was doing with something with Mariah," Minaj said. "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.”[18] A release date of February 23, 2010, for the album was slated, and then pushed back to March 9.[14] It was then further pushed back to March 30.[19] However, it was confirmed in March 2010 that production of Angels Advocate had halted and the project was shelved indefinitely.[13][20] Island Def Jam stated that the singer was instead working on a new project and "new surprises".[13] Metro revealed that Carey was possibly recording a Christmas album.[21]

Composition and reception[edit]

Musically, the remix does not greatly differ from that of the original apart from added rap verses by Minaj interspersed throughout the track.[22] She adds some "spunky rhymes" including "Mariah, I was in the million dollar meetin’s, he was cheatin' / All up in the church he was sneakin' with the deacon,"[22] and references Trey Songz 2009 single "LOL :-)" in a British accent.[23] While the original version is three minutes, forty-one seconds in duration,[2] the remix lasts for four minutes, twenty-three seconds.[17] The Washington Post Alison Stewart praised the track, writing that the addition of Minaj made it more lively: "Sometime in the past six months, Minaj became the go-to girl for artists who wanted to add some skank to their tracks without sullying themselves in the process. Here, she enlivens an otherwise polite track from Carey's upcoming remix disc".[24] Robbie Daw of Idolator felt that the track was too reminiscent to one of Carey's previous singles "Don't Forget About Us", which he thought in turn was very similar to another preceding single, "We Belong Together". He contained to add "But still, if Mimi’s going to mine from her own extensive back catalog of ballads, those are the primo melodies to go for."[22] A reviewer for DJ Booth thought that Minaj "ruined" the song.[25]

Music video[edit]

The accompanying music video for the remix of "Up Out My Face" was directed by Carey's husband, Nick Cannon.[26] Minaj spoke about filming a video with Carey and how she did not believe that the video would every be released: "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."[18] It premiered simultaneously with the video for "Angels Cry" with Ne-Yo on Vevo on January 28, 2010.[26] Carey and Minaj play different characters, include Barbie dolls who escape from their boxes, sexy nurses in matching outfits, two women in a nail salon and two divas shopping. Carey's doll box has "She sings" written on the front, while Minaj's say "She raps". Cannon makes a cameo appearance in the video, which Chris Ryan of MTV Buzzworthy thought was a reference to the 2002 film, Drumline.[23] According to Anna Pickard of The Guardian, the escape from their packaging demonstrates a theme of being independent women and that they will not be restrained by men.[27] Minaj spoke about the video in an interview for 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."[18]

Melina Newman of HitFix thought that it looked like one of Carey's lowest-production budgets for a music video to date, but explained that it was not necessarily "a bad thing", and that Carey looked "adorable" in a nurses outfit.[26] She likened the use of a red and white color scheme for the video to a Target commercial.[26] Anna Pickard commented that Carey and Minaj looked "grumpier" than what dolls usually do because "their men are low-down dirty dogs who should henceforth get up out of Mimi and Nikki's faces".[27] She compared the use of a red and white palette to Kylie Minogue's music video for "Can't Get You Out of My Head", Cheryl Fernandez-Versini's "Fight for This Love" and Lady Gaga's "Bad Romance", and that it appeared to be a "go-to device for directors who want their pop video to pop visually, without the need for too much pesky plot to worry about".[27] Chris Ryan thought that Minaj outshined Carey in the video.[23] In a review of Minaj's ten best videos in December 2014, Rolling Stone ranked the video for "Up Out My Face" at number eight, and wrote that Carey and Minaj had "great on-camera chemistry".[28]


Chart (2010)
South Korea International Digital Singles (Gaon)[29] 25
US Billboard Hot 100[30] 100
US Hot R&B/Hip-Hop Songs (Billboard)[31] 39

Release history[edit]

Country Date Format Label
United States January 26, 2010 Rhythmic contemporary[15] Island Records
Urban contemporary[16]
February 16, 2010 Digital download[17]


  1. ^ a b Carey, Mariah (2009). Memoirs of an Imperfect Angel (Liner Notes). Island Records (Compact Disc). Mariah Carey (New York City, New York). 
  2. ^ a b c "Mariah Carey – Memoirs of an Imperfect Angel". iTunes Store. September 29, 2009. Retrieved September 26, 2015. 
  3. ^ a b Rosen, Jody (September 28, 2009). "Memoirs of an Imperfect Angel". Rolling Stone. Retrieved September 26, 2015. 
  4. ^ a b Lamb, Bill. "Memoirs of an Imperfect Angel". Retrieved September 25, 2015. 
  5. ^ a b c Mansfield, Brian (September 24, 2009). "Review: 'Angel,' while imperfect, flies high nonetheless". USA Today. Retrieved September 26, 2015. 
  6. ^ Cinquemani, Sal (September 23, 2009). "Memoirs of an Imperfect Angel". Slant Magazine. Retrieved September 25, 2015. 
  7. ^ a b c d e f g h i Adaso, Brian. "A Brief Timeline of Eminem vs. Mariah Carey". Retrieved September 26, 2015. 
  8. ^ a b c d e f g h i j k l m "A History Of Eminem And Mariah Carey's Relationship". Complex. August 1, 2009. Retrieved September 26, 2015. 
  9. ^ Jenkins, Sacha (2008). The Way I Am. United States: New American Library. ISBN 0752888668. 
  10. ^ Green, Andy (October 21, 2008). "Book Review: Slim Shady Breaks His Silence in 'Eminem: The Way I Am'". Rolling Stone. Retrieved September 26, 2015. 
  11. ^ Keyes, J. Edward (September 28, 2009). "Mariah Carey's imperfect 'Memoirs of an Imperfect Angel'". Newsday. Retrieved September 25, 2015. 
  12. ^ Powers, Ann (September 29, 2009). "Album review: Mariah Carey's 'Memoirs of an Imperfect Angel'". Los Angeles Times. Retrieved September 26, 2015. 
  13. ^ a b c Hasty, Kate (March 22, 2010). "Mariah Carey's 'Angels Advocate' remix album served indefinitely". HitFix. Retrieved September 17, 2015. 
  14. ^ a b c Vena, Jocelyn (January 15, 2010). "Mariah Carey’s Angels Advocate Release Date Pushed Back". MTV News. Retrieved September 17, 2015. 
  15. ^ a b "Rhythmic Contemporary Week Of: January 26, 2010". Radio & Records. January 26, 2010. Retrieved September 27, 2015. 
  16. ^ a b "Urban Contemporary Week Of: January 26, 2010". Radio & Records. January 26, 2010. Retrieved September 24, 2015. 
  17. ^ a b c "Up Out My Face (feat. Nicki Minaj) – Single". iTunes Store. February 16, 2010. Retrieved September 27, 2015. 
  18. ^ a b c d Reid, Shaheem (February 8, 2010). "Nicki Minaj Loved Making 'Up Out My Face' Video With Mariah Carey". MTV News. Retrieved September 27, 2015. 
  19. ^ Concepcion, Mariel (January 28, 2010). "Mariah Carey's 'Angels Advocate' Remix Album Due March 30". Billboard. Retrieved September 17, 2015. 
  20. ^ Vozick-Levinson, Simon (March 23, 2010). "Mariah Carey: 'Angels Advocate' remix album cancelled". Entertainment Weekly. Retrieved September 17, 2015. 
  21. ^ "Mariah Carey scraps Angels Advocate remix album". Metro. March 24, 2010. Retrieved September 17, 2015. 
  22. ^ a b c Daw, Robbie (January 8, 2010). "Nicki Minaj Sasses Up Carey's Up Out My Face". Idolator. Retrieved September 27, 2015. 
  23. ^ a b c Ryan, Chris (January 28, 2010). "New Videos: Mariah Carey, ‘Up Out My Face,’ Featuring Nicki Minaj & ‘Angels Cry’ Featuring Ne-Yo". MTV Buzzworthy. Retrieved September 27, 2015. 
  24. ^ Stewart, Allison (January 12, 2010). "Reviews of singles from Justin Vernon, Mariah Carey, Maino, Quasi and Tony Yayo". The Washington Post. Retrieved September 27, 2015. 
  25. ^ "Mariah Carey Up Out My Face (Remix)". DJ Booth. Retrieved September 27, 2015. 
  26. ^ a b c d Newman, Melinda (January 28, 2010). "Mariah Carey debuts two new videos from forthcoming remix album". HitFix. Retrieved September 27, 2015. 
  27. ^ a b c Pickard, Anna (February 11, 2010). "Pickard of the Pops: Mariah Carey Up Out My Face". The Guardian. Retrieved September 27, 2015. 
  28. ^ "Vid It On'em: Nicki Minaj's 10 Best Clips". Rolling Stone. December 30, 2014. Retrieved September 27, 2015. 
  29. ^ "South Korea Gaon International Digital Chart (Week: 2010.02.28 to 2010.03.06)". Gaon Chart. February 28, 2010. Retrieved September 27, 2015. 
  30. ^ "Mariah Carey Hot 100 Chart History". Billboard. May 3, 2008. Retrieved September 27, 2015. 
  31. ^ "Mariah Carey Awards". AllMusic. 2008. Retrieved September 27, 2015. 

External links[edit]