 " Upgrade U " was written by Knowles , MK , Makeba , Sean Garrett , Angela Beyincé , Jay @-@ Z , Willie Clarke , Blowfly and Solange Knowles ; with production from Swizz Beatz , Cameron Wallace , and Knowles . It was recorded at Sony Music Studios in New York City . T.I. was to be the original guest on the song ; however , he was not able to record his verse for the song due to business reasons . Ultimately , Jay @-@ Z was selected as the featuring artist ; " Upgrade U " becoming his second collaboration with Knowles on B 'Day – the first being " Déjà Vu " ( 2006 ) . The song was released as a twelve @-@ inch promotional single on November 27 , 2006 , in the United States only . 
