"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.

"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.

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