"Upgrade U" is a hip-hop soul/jazz rap song written by Beyoncé Knowles, MK, Makeba, Sean Garrett, Angela Beyincé, Sean "Jay-Z" Carter, Willie Clarke, Clarence Reid, and Solange Knowles for Knowles' second solo album, B'Day (2006). It is her fifth collaboration with Jay-Z, who is featured on the song. The song samples Betty Wright's "Girls Can't Do What the Guys Do", and was originally going to have featured T.I.. The song is about a relationship between a female and a male; Beyoncé sings that she can upgrade her man and introduce him to new things, improving his life style and reputation. The phrase "let me upgrade U" has been used in Lil' Mama's "Lip Gloss", Kanye West's first verse in the freestyle of Rich Boy's "Throw Some D's", and Bow Wow's rap verse on the remix of Paula DeAnda's "Easy". Lil Wayne did a freestyle over the beat of "Upgrade U" on his mixtape Da Drought 3.
