 " Upgrade U " is a hip hop song , with influences of pop , soul , and modern 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 G ♯ 3 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 . 
