was to be the original rap guest on the song; however, he was unable 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 Beyoncé on B'Day – the first being "Déjà Vu" (2006).
The original rapper scheduled for the song was replaced by Jay-Z due to business reasons. This resulted in a new collaboration between Jay-Z and Beyoncé for the song "Upgrade U", which is their second joint effort on B'Day, following their first collaboration "Déjà Vu" (2006).