Produced by: Boi-1da
Co-produced by: Matthew Burnett
Boi-1da: "I made that beat when I was out in L.A. I was in Chalice Studios. It was done by me and a producer that I know named Matthew Burnett, who did the string part. I was working on joints for Keri Hilson. She was in the room right next to mine and she would come by and work. We were working with Bei Maejor too. We were there specifically to work on stuff for Keri. 

"That was one of the joints I made for her. She said it was dope. She was singing harmonies over it. But you know how they act when they don't really like a beat. She thought it was cool but was like, 'It doesn’t fit what I’m trying to do.' So I threw the beat in the catalog. Drake had asked me for some beats a couple of days after. I ended up sending it to Drake and he was like, 'Oh I never heard this. I think I’m going to do a record with Nicki on this.' He took it and killed it."

Nicki Minaj: "Drake sent his verse and the hook so I just had to fill in the missing piece of the puzzle. I only had one day to get the verse done. Got it at night and played it over and over in the studio, went home, went to bed, woke up, and the verse wrote itself once I started writing it. The beat kinda hypnotized me. Went to the studio, started to record and in a couple takes, it was done. I was in L.A. and Drake was in ATL. I sent it back to him and he hit me right away spazzing out. [Laughs.] He knew the verse within a few minutes. We were both really excited. I stunted hard cause they 'locked my CEO up.' [Laughs.] The song speaks about loving your team. I felt unusually proud of my team that night and a very confident spirit took a hold of me. I spoke about 'buying the president the Louis Presidential briefcase' 'cause that's really the last gift I bought Wayne before he went in. I was just talkin’ real shit"

40: "’Up All Night’ was done the second two weeks of Drake’s college tour two months ago. We cut ’Up All Night’ on the studio bus. [Nicki] cut her [verse] in New York and sent it right back. Sometimes we’ll sit on the hook for maybe like a month. We’ll cut the verses and try and find a hook. But usually that doesn’t happen either, to be honest. Usually, things come pretty swiftly."