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 lines that resemble circuitry 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.

Upgrade's 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 fire a plasma beam from his eye.

Upgrade is capable of forming simple constructs from plasma, such as spikes and also partially posses a machine to enhance his lasers.

Upgrade can phase through metal and technology.

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.

Weaknesses
Upgrade cannot possess natural creatures.

Upgrade 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.

Ben 10 and Ultimate Alien

 * Upgrade first appeared in Permanent Retirement, stopping some thieves.
 * 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 malfunctioned, 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 to throw a cable car into the sea.
 * In Gwen 10, Upgrade is used by Max to Merge With Rustbucket and by Gwen to do just that (AKA upgrade) to her laptop (AKA upgrade it.).
 * 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 accidentally 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 accidentally broke a radio.
 * Upgrade was re-unlocked in Ben 10,000 Returns by Ben 10,000.
 * 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
 * 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 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)

Comics & Manga

 * FusionFall Manga

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 he appeared in "Ben 10-Generator Rex: Heroes United". This could have been before they started planning the crossover.
 * 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.
 * When Upgrade first reappeared, he was missing the Ultimatrix symbol.
 * 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.
 * When Upgrade merged with Rex, Rex said it felt weird. But when Upgrade merged with Rojo, she didn't feel anything. This is because her drone body wasn't an actually part of her, and therefore, could not feel through it.