 "Upgrade U" was written by Knowles, MK, Makeba, Sean Garrett, Angela Beyincé, Jay-Z, Willie Clarke, Blowfly and Solange Knowles; with production from Swizz Beatz, Cameron Wallace, and Knowles. It was recorded at Sony Music Studios in New York City. T.I. was to be the original guest on the song; however, he was not able to record his verse for the song due to business reasons. Ultimately, Jay-Z was selected as the featuring artist; "Upgrade U" becoming his second collaboration with Knowles on B 'Day – the first being "Déjà Vu" (2006). The song was released as a twelve-inch promotional single on November 27, 2006, in the United States only.
