"Upgrade U" was generally well received by music critics, some praising Beyoncé's assertiveness while singing about her ability to improve her man's life (to one of extravagant luxury) with her presence.

After the release of B'Day, "Upgrade U" started to gain popularity on R&B and hip hop radio stations in the United States.

Beyoncé did an impersonation of Jay-Z in the clip and is also seen amidst gold watches and jewelry, continuing the motif of luxury that is alluded to in the song.

[10] "Upgrade U" samples Betty Wright's 1968 song "Girls Can't Do What the Guys Do", composed by Willie Clarke and Clarence Reid.

[1] 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.

[13] Similarly, Phil Harrison of Time Out commented that the song has "a strange business-like" quality, which seems to posit a love affair as a business arrangement.

[14] Throughout the song, both Jay-Z and Beyoncé name-check a list of goods from prestige brands, companies, and personalities: "Audemars Piguet", a Swiss watchmaker; "Jacob the Jeweler", a celebrity jeweler; "Cartier", a jeweler and watch manufacturer; "Hermès", a luxury goods company; "Lorraine Schwartz", a celebrity jeweler; "Ralph Lauren Purple Label", a higher-end division of the famous designer's clothing line; "Natura Bisse Diamond Cream", a diamond dust mixed with cream; "6 star pent suites" (penthouse), of which only a handful exist in the world, such as at Crown Macau in China and Dreams Los Cabos near San Jose del Cabo in Mexico; "The Amalfi Coast", located in Southern Italy; "Fendi", a luxury goods company; and "The Bloomberg Luxury Accommodation Group", partly owned by the Calangian and Zobel families and located around the world catering to Hollywood-millionaire types.

[15] According to Eb Haynes of AllHipHop, Beyoncé displays "a lot of strength and confidence" when she mentions the assets she will gift her man to upgrade his lifestyle.

[16] The song opens with a dialogue between Beyoncé and Jay-Z, with his verse rap sampling the lyrics, "How you gon' upgrade me?

[12] Describing the lyrics of the second verse as Beyoncé's "funnier and more idiosyncratic than ever", Tim Finney of Pitchfork commented that she boasts of the song's "extreme makeover hard-sell" as she probably knows that she is "the only R&B singer" who could deliver those lines "with a straight face.

[10] She then delivers the chorus again before switching to her fourth and last verse: "Hermes briefcase, Cartier top clips, silk-lined blazers" and the song ends.

[16] Sarah Rodman of The Boston Globe complimented the way that Beyoncé "declares herself an equal" and "disturbingly conflates transforming her man into a leader".

[9] 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".

[19] Tim Finney of Pitchfork called it a "stiffly blaring" track and praised its lyrics, describing them to paraphrase as eccentric in a pleasant manner.

[11] Carolyn Davis of US Magazine described "Upgrade U" as a "catchy track" where Beyoncé and Jay-Z address rumors concerning "a possible engagement".

[34] In the beginning of the video, Beyoncé is seen mouthing the words of Jay-Z's lyrics, dressed in masculine hip-hop style clothing.

[39] Beyoncé was accompanied by two drummers, two keyboardists, a percussionist, a horn section, three backup vocalists (collectively called Suga Mama), and guitarist Bibi McGill.

Additionally, Fabolous' "Make Me Better" featuring Ne-Yo, released on his From Nothin' to Somethin' album, uses the phrase "front page ya".

[47] Beyoncé's former Destiny's Child group member LeToya Luckett also referenced this song on a bonus track titled "Swagger" on her second album "Lady Love", which features the lyric: 'like bee say, 'let me upgrade ya'.