Recording sessions for the album took place at several recording locations, including 25 Sound Studios in Detroit, Chalice Recording Studios in Los Angeles, and Glenwood Place Studios in Burbank, California.
In an interview with Interview Minaj stated that she would be toning down her sex appeal for the album, stating: "I made a conscious decision to try to tone down the sexiness, I want people-especially young girls-to know that in life, nothing is going to be based on sex appeal.