Īccording to Minaj's audio engineer, Aubry "Big Juice" Delaine, when Minaj first heard the beat, she was "crazy" about it. During the studio session, SZA wrote the song's lyrics whilst Beyoncé and Hit-boy produced it. She was called and later went to the studio to meet and work with the song's producer, Hit-Boy. Singer-songwriter SZA was enlisted to co-write parts of the song. I don't want you to hold back." Minaj agreed to do the song with her and in return Beyoncé would be featured on The Pinkprint. Following this, Beyoncé sent Minaj a new version of the song she wanted and told Minaj, "I want you to be you. In May 2014, Minaj's manager Gee Roberson contacted her to inform her that Beyoncé wanted a remix of " Flawless" on which she would be featured.
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