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.

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 looks the same except for the fact that he has more of a metallic sheen, making him look more like a machine.

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

In Omniverse, 16 year old Upgrade wears the Omnitrix symbol inside the ring of his eye and he is more muscular. His circuit pattern has changed slightly. He sounds like teenage Ben, but has a robotic tone in his voice that is similar to Malware's.

11 year old Upgrade looks exactly as he does in the original series, save for a green Omnitrix symbol and his neck being longer.

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 not significant, 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 machinery integrated within them, such as with Rojo and Rex.

In Something Zombozo This Way Comes, he displays the ability to upgrade Rook's Proto-Tool just by touching it.

Upgrade has displayed the ability to launch a powerful green plasma blast from his eye, as shown in Tourist Trap.

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.

In Battle Ready, Upgrade can make lasers with his hands.

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

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

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

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

In Color of Monkey, it is revealed that when Upgrade is attached to technology while it is damaged, he will be harmed as well.

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 of Vilgax's 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 Retaliator.

Kevin

 * In Framed, Kevin took control over a bus.

Ben 10 Shorts

 * In Radio Dazed, Upgrade accidentally broke the Rust Bucket's radio.

Ultimate Alien

 * In Ben 10,000 Returns, Upgrade was re-unlocked by Ben 10,000.

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 Color of Monkey, Upgrade was used to stop Rojo.
 * In 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.

Specials

 * In Ben 10-Generator Rex: Heroes United, Upgrade merged with Rex.

Ben

 * Permanent Retirement (first appearance)
 * Tourist Trap (accidental transformation)
 * The Alliance
 * Last Laugh
 * Side Effects
 * Secrets (x2)
 * The Big Tick
 * Grudge Match
 * They Lurk Below
 * Back With a Vengeance
 * Ben 10,000 (accidental transformation; selected alien was Four Arms)
 * Midnight Madness
 * 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 (x2)

Kevin

 * Framed

Max

 * Gwen 10

Ben 10 Shorts

 * Radio Dazed
 * Road Trip Rumble

16 year old Ben

 * OTTO Motives (first re-appearance)
 * Something Zombozo This Way Comes
 * Animo Crackers (accidental transformation, intended alien was Humungousaur)
 * Color of Monkey (accidental transformation, intended alien was Stinkfly)
 * Final Countdown (accidental transformation, intended alien was Jury Rigg)
 * A New Dawn (cameo)

11 year old Ben

 * From Hedorium to Eternity

Comics & Manga

 * FusionFall Manga

Online Games

 * Krakken Attack
 * Battle Ready
 * Upgrade Space Battle

Specials

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

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.