"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.
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.
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".