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How about an upgrade?

– Upgrade.[1]

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


Ben as Upgrade

Upgrade has a black exterior with green stripes that resemble circuitry all over him. The green circle on his head is his eye, which glows whenever he talks. His body is made up of billions of small cell-like creatures called nanites.[pop-up 1][2]

In the original series, Upgrade's front torso was white and the original Omnitrix symbol was on his chest.

In Back with a Vengeance, Upgrade wore a yellow raincoat.

In Destroy All Aliens, Upgrade looked the same as he did in the original series except he had more of a metallic texture, giving the appearance of a computer's screen with circuitry patterns within.

In Ultimate Alien, Upgrade's front torso was recolored green with black circuitry patterns and the Ultimatrix symbol on his chest was recolored green.

In Heroes United, Upgrade looked the same as he did in Ultimate Alien except his green circuitry stripes glowed yellow. His Ultimatrix symbol was also not visible until he merged with Rex.

In Omniverse, 16-year-old Upgrade is more muscular, his circuit pattern has changed slightly, and the Omnitrix symbol is inside the ring of his eye.

11-year-old Upgrade looks exactly the same as he did in the original series, except his neck is slightly longer and the Omnitrix symbol on his chest is recolored green.

Kevin as Upgrade

Kevin's Upgrade looked exactly like Ben's did in the original series, but without an Omnitrix symbol.

Max as Upgrade

Max's Upgrade looked exactly like Ben's did in the original series, but was far more muscular and slightly taller.

Powers and Abilities

Upgrade is completely amorphous as he can switch between liquid and bipedal form. The nanites that makes up his body allows Upgrade to reshape and move like liquid even though he's a solid being.[pop-up 2][2] Due to this, he can reshape himself to let projectiles or blows pass through him by creating a hole in his body at will. His physiology also makes him extremely flexible. Upgrade's shapeshifting abilities allow him to grow technological spikes and tentacles, even when merging with technology.

Upgrade can alter his body shape to match or mimic the body structure of another species, such when he morphed into a Tetramand and grew an extra pair of arms.[3] He can also alter his own size, as demonstrated by a Mechamorph Guard.[4]

Upgrade's DNA is "programmed" with blueprints of every alien technology,[pop-up 3][5] allowing him to merge with and possess any technology by encasing himself over it. The size of the device is not significant and he controls it as naturally as he would his own body. When he merges, he enhances the technology into "ultra-tech",[merch 1] making it far more advanced and futuristic beyond human capability, causing new features to form. After he separates from a machine, it returns to normal.

Upgrade's technological possession can work on non-electrical machinery, such as a row machine in a gym.[6] This ability extends to even sentient beings that are mechanical in nature, like Chronosapiens[7][8] and probably Nanochips.[DJW 1]

Upgrade can reconfigure technology to suit any situation, like transform the Rust Bucket into a battle armor, with an arsenal of heavy energy weapons, or even retractile robotic manipulator arms.[9]

Possessing technology allows Upgrade to transform it with seemingly no limit, such as merging with a baseball pitching machine and turning it into a tripod-like robot that fires a seemingly infinite amount of baseballs.[10]

Upgrade can make his head or face appear anywhere on the machines he possesses.[11]

Upgrade can merge with organic beings, such as Rojo[6] and Rex,[11] as long as there is machinery integrated within them.

Upgrade can enhance certain devices, such as Rook's Proto-Tool, just by touching them.[12]

By energizing his biomechanical blood,[pop-up 4][2] Upgrade can launch a powerful green plasma blast from his eye.[13][14][15]

Upgrade can form energy constructs such as an energy spike and can generate a beam of light that can harm an Ectonurite,[15] though mostly while merged with machinery and upgrading them into weapons.[16]

Upgrade can travel through electrical currents[17] and phase through most technology.

Upgrade can reshape his body to resemble a parachute in order to gently descend and glide through the air before landing safely.[18]

Being inorganic, Upgrade is able to survive in the vacuum of space.[14]

Due to being made of living metal, Upgrade is able to regenerate himself.[3]

Upgrade possesses enhanced strength, being able to throw a sewer lid at a Megawhatt,[13] push Vilgax off of a ship,[18] and overpower Viktor.[14]

Upgrade is durable enough to withstand a blast from the Proto-Tool without physical damage.[12]

Upgrade can generate electrical charges capable of shocking his opponents into submission.[5]

Upgrade can separate and release a part of him into technologies and control them without fully merging to them.[12]

Due to being technological, Upgrade possesses digitalized vision.[16]

Upgrade can repair damaged machinery with ease and come out unscathed, as demonstrated by Azmuth when he used the Retaliator Armor to repair the Rust Bucket by absorbing its remains into itself and reassembling them.[3]

Upgrade can turn his hands into weapons or tools, such as maces[2] and a flashlight, the latter of which has been demonstrated by several Mechamorph Guards.[19]

Upgrade can extend parts of his body into cable or hand-like structures, as demonstrated by Malware.[20][21]

Having a vast library to draw upon, Upgrade may be able to mimic and shapeshift into technology[DR 1] and non-electrical items, as demonstrated by Ship[22] and a Mechamorph Guard.[4][note 1]


Upgrade's control over machines is not absolute, as sapient, intelligent machines like Slix Vigma can easily fight off Upgrade if he merges with them against their will.[23] He may also be unable to override existing security systems, such as those of the Megacruiser[23] or Plumber Headquarters.[24]

Upgrade is sensitive to electromagnetic pulses/fields and magnetic fields.[25]

Upgrade can be hurt if he is pulled and stretched hard enough, as shown when he was being pulled and stretched by Dr. Animo's Mutant Squid.[5]

If he is being continuously attacked, Upgrade cannot regenerate himself.[15]

Upgrade can be affected by technorganic viruses[DJW 4] and a Nemuina's sleeping dust.[DJW 5]

Despite his enhanced durability, Upgrade is weak against acid[AC 1] and intense heat such as lava.[DJW 6] This is because any sort of corrosive can upset his delicate chemistry.[merch 1]

Being a swarm of nanomachines, Upgrade is weak against electricity, such as that generated by Nosedeenians[13] and Conductoids, the latter of which has been demonstrated with Malware.[26]

Upgrade can be encased by Petrosapiens, as also demonstrated with Malware.[20]

Upgrade can be controlled by Vladats via their Corrupturas.[DJW 7]


Ben 10

5 Years Prior to Omniverse

Ultimate Alien


Gwen 10 (What If?)

  • In Gwen 10, Gwen used Upgrade offscreen to increase the processing power of her laptop. Later, Max used Upgrade to merge with the Rust Bucket.



Season 1
Season 2
Season 3
Season 4
Season 2
Season 2


16-year-old Ben
Season 4
Season 5
Season 7
Season 8
11-year-old Ben
Season 8

Video Games

Ben 10

Upgrade is a playable alien in the game.

Naming and Translations

Language Name Origin
Albanian Ultra-+ From ultra and +
Arabic أبغرَيد Apgreid
Bulgarian Биотек From био, bio and тек, tech
Chinese 变形怪 From 变形 (Biàn Xíng), transform, and (Guài), monster
Croatian Tehno From tehno, techno
French BioTech From the abbreviation bio, biologique (organic) and tech, technologie (technology)
German Upgrade From the original English name
Greek Αναβαθμιστής From αναβαθμιστής (anavathmistis), upgrader
Hebrew שדרוג From שדרוג upgrading
Hungarian Meti From meti,
Italian PlusUltra From PlusUltra, upgrade
Japanese アップグレード From アップグレード (appugurēdo), upgrade
Korean 업그레이드 From 업그레이드, upgrade
Polish Upgrade From the original English name
Portuguese (Br) Ultra T From ultra, high and from T, abbreviation of technology
Romanian Upgrade From the original English name
Russian Плазма (Plazma)
From плазма (plazma), plasma
From the original English name
Serbian Tehno From tehno, techno
Spanish (HA) Ultra-T
mejora (Back with a Vengeance)
Ultra (Ben 10-Generator Rex: Heroes United)
Upgrade (Ben 10: Destroy All Aliens)
Transformación (Ben 10: Destroy All Aliens)
Actualización (sometimes in Omniverse)
From ultra, ultra-, and T, abbreviation of technology
From mejora, upgrade
From ultra, ultra-
From the original English name; pronounced /'hopgreɪd/
From transformación, transformation; dub error (Upgrade is referred as a transformation instead of his name)
From Actualización, update
Spanish (Spain) Actualizador From actualizador, updater
Swedish Upgrade From the original English name
Turkish Güncelleme From güncelleme, update


  • Throughout his appearances, Upgrade's voice sounds essentially the same as Ben's albeit through a speaker. The reason for this is because Galvanic Mechamorphs cannot "upgrade" living tissue, thus making the merge with Ben's DNA incomplete.[pop-up 5][2]
    • In Framed, Upgrade's voice is Kevin's recurring voice from the original series through a speaker.
    • In Gwen 10, Upgrade's voice is Max's voice through a speaker.
    • In Destroy All Aliens and From Hedorium to Eternity, 10/11-year old Upgrade's voice is mostly the same as in the original series, except they have a robotic tone similar to Azmuth's father whenever he wears the Retaliator Armor, as well as Malware.
    • In Omniverse, 16-year-old Upgrade's voice is mostly the same as in Heroes United but with the robotic tones his younger self uses.
  • In Destroy All Aliens, Upgrade's texture was based on a high-tech computer tablet of an unspecified brand.[AC 2]
  • Upgrade is one of five aliens featured in Omniverse who generate green electricity; the others being Buzzshock, Frankenstrike, Brainstorm, and Nanomech.
  • Upgrade is the final alien used onscreen by 11-year-old Ben in Omniverse.


  1. However, according to Derrick J. Wyatt, Upgrade is not able to mimic technology[DJW 2] and that the Mechamorph Guard having the ability was a production error due to someone on the crew not having the basic understanding of how Upgrade works.[DJW 3] Due to Upgrade's status as an incomplete Mechamorph,[pop-up 5][2] and since he did not display the ability on-screen, it is unknown if he has this ability.



Crew Statements

Derrick J. Wyatt

Duncan Rouleau

Audio Commentary

  1. Ben 10 Volume 2 DVD
  2. Ben 10: Destroy All Aliens


See Also

Introduced in Ben 10 ArctiguanaBlitzwolferBuzzshockCannonboltDiamondheadDittoEye GuyFour ArmsFrankenstrikeGhostfreakGrey MatterHeatblastRipjawsSnare-ohSpitterStinkflyUpchuckUpgradeWay BigWildmuttWildvineXLR8
Introduced in Alien Force Alien XBig ChillBrainstormChromastoneEcho EchoGoopHumungousaurJetrayLodestarNanomechRathSpidermonkeySwampfire
Introduced in Ultimate Alien AmpfibianArmodrilloChamalienClockworkEatleFasttrackJuryriggNRGShocksquatchTerraspinWater Hazard
Introduced in Omniverse AstrodactylAtomixBall WeevilBloxxBullfragCrashhopperFeedbackGravattackGutrotKickin HawkMole-StachePesky DustThe WorstToepickWalkatroutWhampire
Future Aliens SandboxShellheadSnakepit
Ultimate Aliens AlbedoArctiguanaBenBig ChillCannonboltEcho EchoGravattackHumungousaurRathSpidermonkeySwampfireWay BigWildmutt
Fusion Aliens Atomic-XBig ChuckCrashockerDiamond MatterFourmungousaurHeat JawsHumungoopsaurStink ArmsUprigg
Concept Fusion Aliens GravadactylXLRG
Other Aliens in Official Media 10/10/10 Box AliensAntigraviteslaBob the BlobCartoon Network AlienEon (Retconned)MoyoInvinciblePlantapocalypsePortalerRocksShadowmanSquidstrictorStretcheleo