Upgrade (Classic)

Upgrade is the Omnitrix's DNA sample of a Galvanic Mechamorph from Galvan Prime's moon, Galvan B.

Ben as Upgrade
Upgrade has a black exterior with green stripes that resemble circuitry all over him. The green circle on his head is his eye, which glows whenever he talks.

In the original series, Upgrade wore white clothing on his front torso and the Omnitrix symbol was on his chest. In Destroy All Aliens, Upgrade had more of a metallic shine, making him look more like a machine.

In Ultimate Alien, Upgrade had green and black stripes where the white was in the original series. He wore the Ultimatrix symbol on his chest. In Heroes United, his green stripes glowed yellow.

In Omniverse, Upgrade is more muscular and his circuit pattern has changed slightly. He wears the Omnitrix symbol inside the ring of his eye.

11-year-old Upgrade in Omniverse looks exactly the same as he did in the original series, save for a green Omnitrix symbol and a longer neck.

Kevin as Upgrade
Upgrade looked like he did in the original series, but without an Omnitrix symbol.

Powers and Abilities
Upgrade is not completely solid, as he can be both liquid and gelatinous. Due to this, he can reshape himself to let projectiles or blows pass through him by creating a hole in his body at will.

Upgrade can use his internal nanotechnology to merge with and possess any technology by encasing himself over it. The size of the device is not significant and he controls it as naturally as he would his own body. When he merges, he upgrades the technology, making the technology he possesses far more advanced and futuristic, causing new features to form.

It is currently unknown whether or not he can be harmed when he merges with damaged technology, as there is no known occurrence. The only known occurrence is by the Retaliator Armor repairing the Rust Bucket, by absorbing the broken pieces into itself and reassembling its pieces. But due to this, it is believed Upgrade can repair damaged machinery with ease and come out unscathed.

Upgrade can reconfigure technology to suit for any situation, like transform the Rust Bucket into a battle armor, with an arsenal of heavy energy weapons, or even retractile robotic manipulator arms. Possessing technology allows him to transform it with seemingly no limit, such as merging with a baseball pitching machine and turning it into a tripod-like robot that fires a seemingly infinite amount of baseballs. After he unmerges with a machine, it returns to normal. He can also make his head or his face appear anywhere on the machines he possesses.

Occasionally, he can merge with organic beings, as long as there is machinery integrated within them, such as with Rojo  and Rex or beings that are mechanical in nature like a Chronosapien.

Upgrade can also merge with non-electrical machinery, as seen when he merged with a row machine in a gym.

He can upgrade Rook's Proto-Tool just by touching it.

By energizing his biomechanical blood, Upgrade can launch a powerful green energy blast from his eye.

Upgrade can form energy constructs such as an energy spike, though mostly while merged with machinery and upgrading them into weapons.

Upgrade can travel through electrical currents. He can also phase through most technology.

Upgrade can reshape his body to resemble a parachute in order to gently descend through air.

Being inorganic, Upgrade is also able to survive in the vacuum of space.

Upgrade also possesses enhanced strength, being able to overpower Viktor and push Vilgax off of a ship. He is also durable enough to withstand a blast from the Proto-Tool without physical damage.

Upgrade can generate electrical charges capable of shocking his opponents into submission.

Due being made of living metal, Upgrade is able to regenerate himself.

Weaknesses
Upgrade is weak against electricity (being living metal), as seen when he was battling the Megawhatts.

Upgrade is sensitive to electromagnetic pulses/fields and magnetic fields.

Upgrade can be hurt if he is pulled and stretched hard enough, as seen when Upgrade was pulled and stretched by Dr. Animo's Mutant Squid.

Upgrade can be affected by technorganic viruses and is weak against acid.

History

 * -|Ben 10 =
 * Ben
 * Upgrade first appeared in Permanent Retirement. Upgrade stopped some thieves from robbing an ATM machine.
 * In Tourist Trap, Upgrade failed to defeat the Megawhatts.
 * In The Alliance, Upgrade defeated Rojo.
 * In Last Laugh, Upgrade defeated the Circus Freaks.
 * In Side Effects, Upgrade defeated a thief and found an ice cream truck.
 * In Secrets, Upgrade played with Gwen's laptop. Later, Upgrade defeated some Drones and saved Max from Vilgax.
 * In The Big Tick, Upgrade failed to defeat the Great One.
 * In Grudge Match, Upgrade merged with Slix Vigma and freed the prisoners from the Megacruiser.
 * In They Lurk Below, Upgrade escaped the Cyber Squids with Gwen and Eddie.
 * In Back with a Vengeance, Upgrade appeared when Ben unlocked the Master Control.
 * In Ben 10,000, Upgrade battles an alternate timeline Vilgax.
 * In Midnight Madness, Upgrade was hypnotized to steal a giant clock.
 * In Game Over, Upgrade cheated on a Sumo Slammers game and accidentally trapped himself and Gwen in the game and defeated many enemies. Later, Upgrade defeated Kenko and freed himself and Gwen from the game.
 * In Under Wraps, Upgrade defeated the Mummy.
 * In Be Afraid of the Dark, Upgrade traveled into space and battled Viktor before ditching him.
 * In Divided We Stand, Upgrade battled Dr. Animo's Mutant Squid.
 * In Ben 4 Good Buddy, Upgrade battled the Road Crew.
 * In Ben 10: Destroy All Aliens, Upgrade destroyed an alien tank with Gwen's help. Upgrade was then confronted by the Retaliator.
 * In Radio Dazed, Upgrade accidentally broke the Rust Bucket's radio.
 * In Road Trip Rumble, Upgrade fought Gwen in order to decide whether the Omnitrix or magic is better.
 * Kevin
 * In Framed, Kevin took control over a bus.
 * Max 10
 * In Gwen 10, Upgrade merged with the Rust Bucket.
 * -|Ultimate Alien=
 * Ben
 * In Ben 10,000 Returns, Upgrade was unlocked by Ben 10,000.
 * In Ben 10-Generator Rex: Heroes United, Upgrade merged with Rex to battle Alpha/Omega.
 * Flashback
 * In Ben 10-Generator Rex: Heroes United, Upgrade appeared as one of the many aliens when Ben was explaining his story to Rex.
 * -|Omniverse=
 * 16 year old Ben
 * In OTTO Motives, Upgrade merged with Kevin's car and defeated Otto.
 * In Something Zombozo This Way Comes, Upgrade was used to battle Rook who had been turned into a Zombie Clown.
 * In Animo Crackers, Upgrade attempted to prevent Animo's escape from Plumber HQ, but was stopped by a magnetic wave bomb.
 * In The Color of Monkey, Upgrade was used to stop Rojo.
 * In The Final Countdown, Upgrade was used to successfully halt Kundo's virus upload. He then attempted to launch the Plumber HQ's core into space, but failed.
 * In A New Dawn, Upgrade appeared for a short time when Ben was cycling through his aliens.
 * 11 year old Ben
 * In From Hedorium to Eternity, Upgrade was used to battle Zs'Skayr.

Appearances

 * -|Ben 10 =
 * Ben
 * Season 1
 * Permanent Retirement (first appearance)
 * Tourist Trap (accidental transformation)
 * The Alliance
 * Last Laugh
 * Side Effects
 * Secrets (x2)
 * Season 2
 * The Big Tick
 * Grudge Match
 * They Lurk Below
 * Back with a Vengeance
 * Season 3
 * Ben 10,000 (selected alien was Four Arms)
 * Midnight Madness
 * Game Over (x2)
 * Under Wraps (selected alien was Snare-oh)
 * Be Afraid of the Dark
 * Season 4
 * Divided We Stand (selected alien was Ditto)
 * Ben 4 Good Buddy
 * Ben 10: Destroy All Aliens (x2)
 * Shorts
 * Radio Dazed
 * Road Trip Rumble
 * Kevin
 * Season 2
 * Framed
 * Max 10
 * Season 2
 * Gwen 10
 * -|Ben 10: Ultimate Alien=
 * Ben
 * Specials
 * Ben 10-Generator Rex: Heroes United (first reappearance)
 * Flashback
 * Specials
 * Ben 10-Generator Rex: Heroes United (cameo)
 * -|Ben 10: Omniverse=
 * 16 year old Ben
 * Season 4
 * OTTO Motives (first reappearance)
 * Season 5
 * Something Zombozo This Way Comes
 * Animo Crackers (intended alien was Humungousaur)
 * Season 7
 * The Color of Monkey (intended alien was Stinkfly)
 * Season 8
 * The Final Countdown (intended alien was Juryrigg)
 * A New Dawn (cameo)
 * 11 year old Ben
 * Season 8
 * From Hedorium to Eternity
 * -|Comics=
 * Cartoon Network Action Packs
 * Fast Lane
 * A Villain a Day
 * Techno Zombies
 * Space Camp and Beyond
 * Greasy Lightning
 * Swimming with Sharks
 * Alien Data Files: Upgrade
 * Others
 * FusionFall: Worlds Collide
 * -|Online Games=
 * Battle Ready
 * Krakken Attack
 * TKO
 * Upgrade Space Battle

Ben 10

 * Upgrade is a playable alien in the game.

Trivia

 * Upgrade's body is made up of billions of small cell-like creatures called nanites.
 * The nanites are what allows Upgrade to reshape and move like liquid even though he's a solid being.
 * Throughout his appearances, Upgrade's voice sounds the same as Ben's. The reason for this is because Galvanic Mechamorphs cannot "upgrade" living tissue, thus making the merge with Ben's DNA incomplete. Due to this, Upgrade's voice is essentially Ben through a speaker.
 * In Framed, Upgrade's voice is Kevin's recurring voice from the original series through a speaker.
 * In Gwen 10, Upgrade's voice is Grandpa Max's voice through a speaker.
 * In Omniverse, both 11 and 16-year-old Upgrade have a robotic tone in their voices that is similar to Malware's.
 * In Destroy All Aliens, Upgrade's texture was based on a high-tech computer tablet of an unspecified brand.