"Upgrade U" received positive reviews from music critics, including those who complimented the assertive way in which Knowles expresses her desire of upgrading her partner with valuable assets. Eb Haynes of AllHipHop called the track "the finest of the Bonnie and Clyde, Ride or Die series". Sarah Rodman of "The Boston Globe" complimented the way that Knowles "declares herself an equal" and "disturbingly conflates transforming her man into a leader". Chris Williams of "The Washington Post" described the track a reflection of "buy-me-love sentiments". Andy Kellman of AllMusic considered "Upgrade U" the "most potent track on the album", which he described as a "low-slung Cameron Wallace production where Beyoncé wears and buys the pants while making her proposition sound more like empowerment than emasculation". Tim Finney of "Pitchfork" called it a "stiffly blaring" track and praised its lyrics, describing them to paraphrase as eccentric in a pleasant manner. Sal Cinquemani of Slant Magazine found "Upgrade U" could very well be a Destiny's Child track.