The trade-up hypothesis outlines a behavioural strategy that females could use to maximize the genetic benefits to their offspring. The hypothesis proposes that females should be more willing to accept a mate when the new male encountered is a superior genetic source to previous mates. We provide a direct test of the trade-up hypothesis using guppies (Poecilia reticulata), and evaluate both behavioural and paternity data. Virgin female guppies were presented sequentially with two males of varying attractiveness, and their responsiveness to each male was quantified. Male attractiveness (ornamentation) was scored as the amount of orange coloration on their body. Females were generally less responsive to second-encountered males, yet responsiveness to second males was an increasing function of male ornamentation. These attractive second males also sired a greater proportion of the offspring. There was an overall tendency for last-male advantage in paternity, and this advantage was most exaggerated when the second male was more ornamented than the first. Finally, we found that our estimate of relative sperm number did not account for any significant variation in paternity. Our results suggest that female guppies may use pre-copulatory mechanisms to maximize the genetic quality of their offspring.