Upgrade

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

Appearance
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.

Upgrade wore white clothing on his front torso and the Omnitrix symbol is on his chest.

In Ultimate Alien, Upgrade has green and black stripes where the white was in the original series.

In Omniverse, Upgrade wears the Omnitrix symbol inside the ring of his eye and he is more muscular. His circuit pattern is slightly altered. He sounds like teenage Ben, but has a robotic tone in his voice that is similar to Malware's.

Powers and Abilities
Upgrade is not completely solid. 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 or control any technology within reach by spreading over it. The size of the device is inconsequential, and he controls it as naturally as he would his own body. When he merges he upgrades the technology, hence his name. It was shown in Road Trip Rumble that Upgrade can reconfigure technology to suit for any situation, like transform the Rust Bucket into a battle armor with an arsenal of heavy plasma weapons. Occasionally he can merge with organic beings, as long as there is technology integrated within them, such as with Rojo and Rex.

Upgrade has displayed the ability to launch a powerful green plasma blast from his eye.

Upgrade has the capability to travel through electrical currents, shown in Midnight Madness. He can also phase through most any metal or technology.

Upgrade can gently descend through the air, similar to a parachute. This was demonstrated in Secrets.

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

Weaknesses
Upgrade cannot possess natural creatures.

Upgrade is weak against electricity (being of living metal), as shown in Tourist Trap when he was battling the Megawhatts.

As stated by The Worst in Outbreak, Upgrade is sensitive to magnetic fields.

According to Derrick J. Wyatt, Upgrade can be affected by technorganic viruses.

Upgrade can be hurt if he is pulled long and hard enough as shown in Divided We Stand as a Mutant Squid did.

Original Series

 * 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 stopped a thief and found an ice cream truck.
 * In Secrets:
 * Upgrade played with Gwen's laptop.
 * Later, Upgrade defeated some of Vilgax's drones and saved Max from Vilgax.
 * In The Big Tick:
 * Upgrade failed to defeat the Great One.
 * In Framed:
 * Kevin as ​Upgrade defeated Wildmutt and sent a cable car to fall into the sea.
 * In Gwen 10:
 * Gwen mentioned she turned into a high tech alien, probably Upgrade, and merged with her laptop to triple it's processing speed.
 * Max as Upgrade escaped Vilgax.
 * In Grudge Match:
 * Upgrade freed the prisoners from the Megacruiser.
 * In They Lurk Below:
 * Upgrade escaped the Cyber Squids with Gwen and Edwin.
 * 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 Slammer 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 Dr. Vicktor 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.
 * In Radio Dazed:
 * Upgrade accidentally broke a radio.

Ultimate Alien

 * Upgrade was re-unlocked in Ben 10,000 Returns by Ben 10,000.
 * In Ben 10-Generator Rex: Heroes United:
 * Upgrade merged with Rex.

Omniverse

 * In OTTO Motives, Upgrade merged with Kevin's car and defeated Otto.
 * In Something Zombozo This Way Comes, Upgrade turned into goo because of the magnetic fields.

Appearances
{{Scroll box
 * content====Ben 10===
 * Permanent Retirement (first appearance)
 * Tourist Trap (accidental transformation)
 * The Alliance
 * Last Laugh
 * Side Effects
 * Secrets (x2)
 * The Big Tick
 * Framed (used by Kevin)
 * Grudge Match
 * Gwen 10 (by Max)
 * They Lurk Below
 * Back With a Vengeance
 * Ben 10,000 (accidental transformation; selected alien was Four Arms)
 * Midnight Madness (sleepwalking)
 * Game Over (x2)
 * Under Wraps (accidental transformation; selected alien was Snare-oh)
 * Be Afraid of the Dark
 * Divided We Stand (accidental transformation; selected alien was Ditto)
 * Ben 4 Good Buddy
 * Ben 10: Destroy All Aliens

Ben 10: Omniverse

 * OTTO Motives (first re-appearance)
 * Something Zombozo This Way Comes

Ben 10 Shorts

 * Radio Dazed

Specials

 * Ben 10-Generator Rex: Heroes United (first re-appearance)

Comics & Manga

 * FusionFall Manga

Online Games

 * Krakken Attack
 * Battle Ready
 * Upgrade Space Battle}}

Ben 10

 * 4" Upgrade
 * Upgrade (Battle Version)
 * Upgrade (DNA Alien)
 * Upgrade (Vehicle)

Ben 10: Alien Force

 * Alien Creation Figures from (Ben 10) Stinkfly and Upgrade

Trivia

 * In the FusionFall game files, Upgrade can be seen as a nano.
 * Upgrade's Omniverse design was revealed on an iPhone case.
 * His Omniverse Mecha-form bears some resemblance to Optimus Prime from Transformers