"Upgrade U" (or "Upgrade You) is a hip hop song, with influences of pop, soul, and contemporary R&B. According to the sheet music published at "Musicnotes.com" by EMI Music Publishing, the song is set in the key of D minor, with a moderate groove of 92 beats per minute in common time. Knowles' vocals range from the note of G3 to E5. The song features a synth-horn backdrop as well as a bounce-based hand clap beat. Like most of the tracks on the album, the beat is reinforced by the Roland TR-808 drum machine, while the song also features a heavy bass. "Upgrade U" samples Betty Wright's 1968 song "Girls Can't Do What the Guys Do", composed by Willie Clarke and Clarence Reid. Sal Cinquemani of Slant Magazine noted that similarities between "Upgrade U" and songs from the Destiny's Child era in the sense that it could make a "female self-empowerment" anthem. According to Mike Joseph of PopMatters, "Upgrade U" contains "the natural chemistry" that Knowles and Jay-Z have in real life. The concept of the song revolves around a woman offering luxuries to a man, to upgrade the lifestyle and the reputation of the latter; similar to the concept of "Suga Mama", another track from "B'Day". Similarly, Phil Harrison of "Timeout" commented that the song has "a strange business-like" quality, which seems to posit a love affair as a business arrangement.