Upgrade

Upgrade is 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 mineral molecules. It is supposedly the result of some Galvan scientists' dumping of chemicals with self-replicating nanotechnology to that moon, probably by mistake. 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.

Abilities
He has the ability to reshape himself, as he can turn to some sort of liquid at will. Galvanic Mechamorph's can also stretch their limbs about 20 to 40 feet depending on it's age. Their 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. Even without a machine at hand, 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.

Weaknesses
Specialization: being technology-oriented, Upgrade cannot possess biological creatures (so Ben keeps his own voice when transformed), 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

 * Permanent Retirement (First appearance)
 * Tourist Trap (Accidental transformation, selected alien was Heatblast)
 * The Alliance
 * Last Laugh
 * Side Effects
 * Secrets x2


 * The Big Tick
 * 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
 * Divided We Stand (Accidental transformation, selected alien was Ditto)
 * Ben 4 Good Buddy

Shorts
''*Radio Dazed ''*

Ben 10: Ultimate Alien

 * Upgrade_UA.jpgde now looks exactly like Baz-el, with the addition of an Omnitrix symbol.
 * Upgrade is now green/black instead of white/black.

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 AI's(EX Kenko the shape shifter) into matter.
 * In the Fusion Fall game files, Upgrade can be seen as a nano.
 * Upgrade looks exactly like Baz-el in Ultimate Alien with the Ultimatrix Symbol. This could be because he had clothes in the original series.
 * 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
 * They also have a similar body structure, with patterns and lines all over their bodies.
 * Both have only one eye.
 * Dwayne McDuffie confirmed that there are no plans for Upgrade, but there is still a chance. See Proof Here