Upgrade

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

Appearance
Upgrade has black "skin" with green stripes that resemble circuitry all over him. The green circle on his head is his eye, which glows whenever he talks.

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

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

In Omniverse, he looks exactly like his [Ultimate Alien]] state, but thinner and the lines do not connect to the Omnitrix.

Powers and Abilities
Upgrade's body structure seems similar to Goop, apart from Upgrade being black. Being not entirely solid, he can reshape himself under strong hits and even let projectiles pass through him by quickly opening a hole in his body to let it pass.

Upgrade was shown to be able to gently float in air similar to a parachute in Secrets.

Upgrade's internal nanotechnology allows for Upgrade's primary ability to merge with and 'possess' any technology within reach by spreading over it, enhancing it beyond its original design. The size of the device is inconsequential. Upgrade controls it as he would his own body. He can also merge with organic life, as long as there is non-organic elements, as was the case with Rojo and Rex.

Upgrade can fire a laser beam from his eye and form simple constructs from plasma, such as spikes and also partially possess a machine to enhance his lasers.

Upgrade can also phase through metal and technology.

Upgrade can survive in vacuum.

In Road Trip Rumble, it is revealed that Upgrade can transform into his battle mode similar to Retaliator and the Ship battlesuit equipped with powerful laser weapons and missiles.

Weaknesses
Upgrade cannot possess natural creatures.

Upgrade is weak against electricity (being living metal) as shown in Tourist Trap when he was battling the Megawhatts. This also means his body is affected by acid or other corrosive substances.

As stated by Ben in Outbreak, Upgrade is helpless when exposed to magnetic fields.

Ben 10

 * 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 escape Vilgax and by Gwen to merge with her laptop to increase it's processing speed.
 * In Grudge Match, Upgrade freed the prisoners from the Megacruiser.
 * In They Lurk Below, Upgrade escaped 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's Mutant Squid.
 * In Ben 4 Good Buddy, Upgrade battled the Road Crew.
 * In Ben 10: Destroy All Aliens, Upgrade appeared and destroyed a alien tank with Gwen's help.
 * In Radio Dazed, Upgrade accidentally broke a radio.

Ultimate Alien

 * Upgrade was re-unlocked in Ben 10,000 Returns by Ben 10,000.
 * In Ben 10-Generator Rex: Heroes United, Upgrade merged with Rex.

Appearances
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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}}

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.
 * In the original series, Upgrade is the only alien that keeps Ben's voice.