Upgrade

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

Appearance


Upgrade has black skin with green robotic lines all over him. The green circle on his head is his eye.

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

In Ultimate Alien he has green and black stipes where the white was in the original series.

Powers and Abilities
Upgrade has the ability to reshape himself, as he can turn to some sort of mechanical solid at will. His internal nanotechnology allows for Upgrade's primary ability to merge with and 'possess' any technology within reach by spreading over it like solid, enhancing it far beyond its original design. The size of the device is inconsequential. While merged with a device, Upgrade controls it as he would his own body. Upgrade can reconfigure his form around his eye in order to fire a plasma beam from it. Upgrade is also capable of forming simple constructs from plasma, such as spikes and also partially posses a machine to enhance his lasers. He can phase through metal and technology. As shown in Be Afraid of the Dark, Upgrade can survive in a vacuum. Upgrade can reform after being blasted, as shown in Midnight Madness after being shot by police and was shown to be able to gently float in air similar to a parachute in Secrets. In Ultimate Alien, he is shown to be able to upgrade technology much faster, doing it nearly instantly.

Weaknesses
Upgrade cannot possess natural creatures. He is weak against electricity (being living metal) as shown in Tourist Trap when he was battling the Megawhatt. Also, being made of metal, Upgrade's body can be affected by magnetic fields.

Original Series and Ultimate Alien

 * Upgrade first appeared in Permanent Retirement, stopping some theives.
 * In Tourist Trap, Upgrade failed to defeat the Megawhatts.
 * In The Alliance, Upgrade defeats Rojo.
 * In Last Laugh, Upgrade defeats the Circus Freaks.
 * In Side Effects, Upgrade stopped a thief.
 * In Secrets, Upgrade played with Gwen's laptop. Upgrade appeared when the Omnitrix malfuntioned, he defeated some of Vilgax's drones and saves Max from Vilgax.
 * In The Big Tick, Upgrade failed to defeat the Great One.
 * In Framed, Upgrade was used by Kevin to try and throw a cable car into the sea.
 * In Grudge Match, Upgrade frees the prisoners from the Megacruiser.
 * In They Lurk Below, Upgrade escapes the Cyber Squids with Gwen and Edwin.
 * In Back With a Vengeance, Upgrade appeared when Ben unlocked the Master Control.
 * In Ben 10,000 (episode), Upgrade battles an alternate timeline Vilgax.
 * In Midnight Madness, Upgrade stole a giant clock while sleepwalking.
 * In Game Over, Upgrade cheated on a Sumo Slammer game and accidently trapped himself and Gwen in the game. Upgrade later 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.
 * In Divided We Stand, Upgrade battled Dr. Animo.
 * In Ben 4 Good Buddy, Upgrade battled the Road Crew.
 * In Ben 10: Destroy All Aliens, Upgrade will appear.
 * In Radio Dazed, Upgrade accidently broke a radio.
 * In Ben 10,000 Returns, Ultimate Ben 10,000 unlocked Upgrade for present Ben.
 * In Ben 10-Generator Rex: Heroes United, Upgrade merged with Rex.

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
 * 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 Benmummy)
 * 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 Shorts

 * Radio Dazed

Specials

 * Ben 10-Generator Rex: Heroes United (first re-appearance)Rex_Upgrade-Heroes_United_2.PNG

Online Games

 * Krakken Attack
 * Battle Ready
 * Upgrade Space Battle

Trivia

 * He's the only alien of the original 10 to not have his primary power reused for another alien.
 * Along with Eye Guy, Dwayne stated that there were no plans for Upgrade to appear, but now he has appeared in "Ben 10-Generator Rex: Heroes United ".
 * In Game Over, it's revealed that Upgrade can transform himself and others into digital data and digital AIs (eg: Kenko) into matter.
 * Upgrade is the only alien in the episode Side Effects that did not have Ben 's cold (since he was used before Ben got sick).
 * In the FusionFall game files, Upgrade can be seen as a nano.
 * Upgrade looks exactly like Baz-el in Ultimate Alien, but with the Ultimatrix symbol.
 * Upgrade has many traits that are similar to Ghostfreak.
 * Upgrade can phase through technology, Ghostfreak can phase through matter.
 * Upgrade can "possess" machines; Ghostfreak can possess living beings.
 * Upgrade can fire a plasma beam from his eye; Ghostfreak can fire an energy beam from his chest (although only in complete darkness).
 * Both are able to fly, Upgrade can by merging a flying machine.
 * They have a similar body structure, with lines all over their bodies.
 * Both have only one eye.
 * They made their debuts in the same episode.
 * Upgrade shares a similar color scheme design to both the Omnitrix and the Ultimatrix. This could be a joke on how Azmuth created the Omnitrix and the Ultimatrix and it was the Galvan's (Azmuth's race) who created Upgrade's species.
 * Upgrade has merged with 2 1/2 machines and 1/2 organic lifeforms:
 * Rojo - he merged with her and was able to see the transmisson of Vilgax she saw.
 * Rex Salazar - he merged with Rex which upgraded and enhanced Rex's machines but Rex had complete control.