Beyonce feat. Jay-Z - Upgrade U

song written by Beyoncé Knowles, MK, Makeba, Sean Garrett, Angela Beyincé, Shawn "Jay-Z" Carter, Willie Clarke, Clarence Reid, and Solange Knowles for Knowles' second solo album, B'Day (2006). It is her sixth 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.

"Upgrade U" was one of the videos shot during the two-week filming for B'Day Anthology Video Album. The video was both directed by Melina and Beyoncé.

It premiered on February 28 on BET's 106 & Park, the same day as the video for Beyoncé's other single release, "Beautiful Liar" featuring Shakira, on TRL. As of March 7, the music video for "Upgrade U" had peaked at number six on 106 & Park; in the UK, the music video peaked at number one on MTV Base's Base Chart Show on May 16.