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.
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. Its 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, in fact, the easiest way to describe Upgrade would be to decipt him somewhat as a "mechanical ghost"or "a ghost in the machine". As shown in Be Afraid of the Dark, Upgrade can survive in a vacuum due to his non organic nature.
Also, Upgrade can probably reform after being blasted and parts are torn, as shown by Baz-el in Vreedle, Vreedle.
Weaknessens
Specialization: being technology-oriented, Upgrade cannot possess biological creatures but in ben 10 alien forse ship fused with julie (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
