Upgrade

Upgrade is the Codon Stream's DNA sample of a Galvanic Mechamorph from planet 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 symbol on his chest in the original series. Upgrade wears the Ultimatrix symbol only in Ultimate Alien.

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 due to his non organic nature. 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.

Weaknesses
Upgrade cannot possess biological creatures. He is weak against electricity (being living metal) as shown in Tourist Trap when he was battling the Megawhatt. Also being made of living metal Upgrade would stick to magnetic surfaces, which would also wreak havok on his systems.

Ben 10

 * Permanent Retirement (first appearance)
 * Tourist Trap (accidental transformation; selected alien was unknown)
 * The Alliance
 * Last Laugh
 * Side Effects
 * Secrets (x2)
 * The Big Tick
 * Framed (used by Kevin) (2x)
 * Grudge Match
 * They Lurk Below
 * Back With a Vengeance
 * Ben 10,000 (episode) (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

Online Games

 * Krakken Attack
 * Battle Ready
 * Upgrade Space Battle

Trivia

 * Along with Eye Guy, Dwayne stated that there were no plans for Upgrade to appear, but since he has been unlocked, it is likely he will be used now.
 * 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 but 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 looses his white "shirt" in Ultimate Alien and just uses the black and green pattern that's on the rest of his body.