Songfacts®:

• To be upgraded is to be raised in status. Here, Beyoncé is offering luxuries to her man to upgrade him. The song features Beyoncé's then-boyfriend, now husband, Jay-Z, who questions as an A-list rapper why he needs such a makeover.
  
  How you gon' upgrade me?
  What's higher than number one?
  You know I used to beat that block
  Now I be's the block
  
  Beyonce's reply is she will upgrade Jay-Z's reputation and lifestyle. The pair go on to name-check a list of products from prestige brands and companies, such as Audemars Piguet," "Cartier," "Hermès," "Lorraine Schwartz" and "Ralph Lauren Purple Label." Some critics questioned the lack of romance in the lyrics which seem to be advancing a love affair as a business arrangement.
• The song was originally composed by Swizz Beatz, Beyoncé, Makeba Riddick, Sean Garrett, Angela Beyincé, and Beyoncé's sister, Solange, with others such as Jay-Z adding their contributions later. Riddick recalled to Billboard that despite having so many writers in a room working on the tune, "the process actually went smoothly."
  
  The writing session kicked off with Beyoncé and Sean Garrett "joking around and talking about first-class flights and diamonds," which became the lyrics for "Upgrade U." Solange and Riddick then wrote the bridge, Garrett and Beyoncé the hook and Beyincé, some verses. "We were in such a team head space, and I think that's why the B'Day album is so cohesive," Riddick recalled. "Before you knew it, three weeks had gone by and we had made an entire album, with international cuts included."
• T.I. was to be the original guest on the song, but he had his verse removed, most likely due to his legal problems, and was replaced by Jay-Z.
• This was Jay-Z's second contribution to B'Day; he also hopped on the album's lead single "Deja Vu."