Upgrade

Upgrade is the Codon Stream's sample of a Galvanic Mechamorph (mecha meaning machine and morph meaning transform) of the planet Galvan B, a formerly uninhabited moon orbiting Galvan Prime. It was said to be born when self-replicating nanotechnology bonded with Galvan B's rich mineral deposits and microscopic organisms. It is supposedly the result of a Galvan mining accident, using experimental nano-technology to extract the deposits. Upgrade is voiced by Tara Strong in the original series.

Ben first transformed into Upgrade in the episode, Permanent Retirement. He is the ninth Omnitrix alien to appear in the series.

Powers and Abilities
Upgrade has the ability to reshape himself, as he can turn to some sort of mechanical liquid 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 liquid, 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 down from the air similar to a parachute in Secrets.

Weaknesses
Specialization: being technology-oriented, Upgrade cannot possess biological creatures (so Ben keeps his own voice when transformed, although being slightly distorted), and sentient robots are Upgrade's weakness as it's harder for him to control them. He is also weak against electricity (being living metal) as shown in Tourist Trap when he was battling the Megawhatt.

Ben 10
He first appeared in Permanent Retirement, beating ﻿up some crooks with his merging powers. He later appeared in Tourist Trap, where he fought the Megawhatt and lost. He was then used in The Alliance defeat Rojo and merged with her, linking with Vilgax. He defeated the Circus Freak Trio in Last Laugh and in Side Effects, he caught some more crooks. He fused with one of Vilgax's drones in Secrets when he was Grey Matter. He failed to stop The Great One in The Big Tick, like Ben's other aliens. He later fused with Slix Vigma in Grudge Match and escaped the Megacruiser. In They Lurk Below, he fused with a boat and allowed the team to escape the Cyber Squids. He appeared in Back With a Vengeance and helped Ben 10,000 to defeat Vilgax in Ben 10,000. He was put under Sublimino's control in Midnight Madness and was forced to steal clocks. He accidently trapped himself and Gwen in Sumo Slammer Smackdown during Game Over, but they retrieved the Upgrade icon with help from Ishiyama and escaped. He became Upgrade in Under Wraps, although he was aiming for Benmummy and he froze the Mummy. He then got Ben up into space in |Be Afraid of the Dark with Dr. Victor following him. He accidently turned into Upgrade in Divided We Stand, although he was aiming for Ditto, the new alien. His last appearance was in Ben 4 Good Buddy, chasing the Road Crew.

Gwen 10
Gwen mentioned that she turned into a high tech alien (Upgrade) and merged with her laptop in order to accelerate that proccessing power. Max later used him to escape the Chimerian Hammer.

Ben 10 Shorts
He appeared in Radio Dazed, trying to switch the radio to the channel he and Gwen wanted, but ended up busting it instead.

Ben 10: Ultimate Alien
Upgrade was unlocked in Ben 10,000 Returns by Ben 10,000. He has yet to make an appearance.
 * Upgrade UA.jpgde now looks exactly like Baz-el, with the Ultimatrix symbol.
 * The Ultimatrix symbol is now green.
 * Upgrade is now green/black instead of white/black/green.
 * He was re-unlocked by Ben 10,000.

Ben 10

 * Permanent Retirement
 * Tourist Trap (accidental transformation; selected alien was unknown)
 * The Alliance
 * Last Laugh
 * Side Effects
 * Secrets (x2)
 * The Big Tick
 * Framed (used by only Kevin) (2x)
 * Grudge Match
 * They Lurk Below
 * Back With a Vengeance
 * Ben 10,000 (episode) (accidental transformation; selected alien was Fourarms)
 * Midnight Madness (sleepwalking)
 * Game Over (x2)
 * Under Wraps (accidental transformation; selected alien was Benmummy)
 * Be Afraid of the Dark
 * Ben 4 Good Buddy

Ben 10 Shorts

 * Radio Dazed

Computer Games

 * Krakken Attack (along with Diamondhead, Heatblast, and Stinkfly)
 * Battle Ready (along with Heatblast, Wildmutt, Diamondhead, Four Arms, Grey Matter,Stinkfly, Ripjaws, Ghostfreak, and XLR8)
 * Upgrade Space Battle

Trivia

 * In the episode Pier Pressure of Alien Force, Ben mentions to Julie that he used to transform into a Galvanic Mechamorph after seeing Baz-el.
 * It is shown in the episode Game Over that Upgrade can morph his hands into maces.
 * Also in Game Over, it's revealed that he can transform himself and others into digital data and digital AIs (eg: Kenko the shape shifter) into matter.
 * He is the only alien not to be sick in Side Effects (since he was used before Ben became sick).
 * In the FusionFall game files, Upgrade can be seen as a nano.
 * Upgrade looks exactly like Baz-el in Ultimate Alien with the Ultimatrix Symbol. This is because he had clothes in the original series, but is naked in Ultimate Alien.
 * 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 "glide" through the air altough upgrade can fly by 'possesing' a flying object.
 * They also have a similar body structure, with patterns and lines all over their bodies.
 * Both have only one eye altough Ghostfreak has a mouth and upgrade doesn't.
 * They both made their debut in the same episode.
 * He has been used by Max and Ben.
 * Ben's voice does not change in this form, because the Omnitrix merges the alien DNA with the wearer's, and Galvanic Mechomorphs cannot merge with organic beings. Therefore, Ben is still slightly human in this form, although his voice sounds as though it is coming through a speaker.