The song was originally composed by Swizz Beatz, Beyoncé, Makeba Riddick, Sean Garrett, Angela Beyincé, and Beyoncé's sister, Solange, with others such as Jay-Z adding their contributions later. Riddick recalled to Billboard
that despite having so many writers in a room working on the tune, "the process actually went smoothly."
The writing session kicked off with Beyoncé and Sean Garrett "joking around and talking about first-class flights and diamonds," which became the lyrics for "Upgrade U." Solange and Riddick then wrote the bridge, Garrett and Beyoncé the hook and Beyincé, some verses. "We were in such a team head space, and I think that's why the B'Day
album is so cohesive," Riddick recalled. "Before you knew it, three weeks had gone by and we had made an entire album, with international cuts included."