Bernard Zuel of "The Sydney Morning Herald" referred to it as a "mechanical" track. Phil Harrison of "Timeout" commented that "['Upgrade U'] hints at ambivalence towards bling aspirations." Mike Joseph of PopMatters wrote that the song survives not only due to Knowles' confident vocals, but also due to the chemistry that she and Jay-Z have both in the song and in real-life. He also added that Jay-Z's rhymes strongly suggest that "this rhyme animal is hungrier than ever". Carolyn Davis of "US Magazine" described "Upgrade U" as a "catchy track" where Knowles and Jay-Z address rumors concerning "a possible engagement".