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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.

In the original series, Upgrade wore white clothing on his front torso and the Omnitrix symbol was on his chest. In Destroy All Aliens, Upgrade had more of a metallic shine, making him look more like a machine.

In Ultimate Alien, Upgrade had green and black stripes where the white was in the original series. In Heroes United, his green stripes glowed yellow. He wore the Ultimatrix symbol on his chest.

In Omniverse, Upgrade is more muscular and his circuit pattern has changed slightly. He wears the Omnitrix symbol inside the ring of his eye.

11-year-old Upgrade in Omniverse looks exactly the same as he did in the original series, save for a green Omnitrix symbol and a longer neck.

Kevin as Upgrade

Upgrade looked like he did in the original series, but without an Omnitrix symbol.

Powers and Abilities

  • Technological Possession
  • Optic Laser
  • Upgrade's Vision

Upgrade is not completely solid, as he can be both liquid and gelatinous. Due to this, he can reshape himself to let projectiles or blows pass through him by creating a hole in his body at will.

Upgrade can use his internal nanotechnology 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 upgrades the technology, making the technology he possesses far more advanced and futuristic, causing new features to form.

It is currently unknown whether or not he can be harmed when he merges with damaged technology, as there is no known occurrence. The only known occurrence is by the Retaliator Armor repairing the Rust Bucket, by absorbing the broken pieces into itself and reassembling its pieces.[1] But due to this, it is believed Upgrade can repair damaged machinery with ease and come out unscathed.

Upgrade can reconfigure technology to suit for any situation, like transform the Rust Bucket into a battle armor, with an arsenal of heavy energy weapons, or even retractile robotic manipulator arms.[2] Possessing technology allows him 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. After he unmerges with a machine, it returns to normal. He can also make his head or his face appear anywhere on the machines he possesses.

Occasionally, he can merge with organic beings, as long as there is machinery integrated within them, such as with Rojo[3] and Rex[4] or beings that are mechanical in nature like a Chronosapien.[5]

Upgrade can also merge with non-electrical machinery, as seen when he merged with a row machine in a gym.[3]

He can upgrade Rook's Proto-Tool just by touching it.[6]

By energizing his biomechanical blood,[pop-up 1][7] Upgrade can launch a powerful green energy blast from his eye.[8][9]

Upgrade can form energy constructs such as an energy spike, though mostly while merged with machinery and upgrading them into weapons.[10]

Upgrade can travel through electrical currents.[11] He can also phase through most technology.

Upgrade can reshape his body to resemble a parachute in order to gently descend and glide through the air.[12]

Being inorganic, Upgrade is also able to survive in the vacuum of space.[13]

Upgrade also possesses enhanced strength, being able to overpower Viktor [13] and push Vilgax[14] off of a ship. He is also durable enough to withstand a blast from the Proto-Tool without physical damage.[6]

Upgrade can generate electrical charges capable of shocking his opponents into submission.[15]

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


AC (113)

Upgrade's sensitivity to electromagnetic pulses

Upgrade is weak against electricity (being living metal), as seen when he was battling the Megawhatts.[8]

Upgrade is sensitive to electromagnetic pulses/fields and magnetic fields.

Upgrade can be hurt if he is pulled and stretched hard enough, as seen when Upgrade was pulled and stretched by Dr. Animo's Mutant Squid.[15]

Upgrade can be affected by technorganic viruses[DJW 1] and is weak against acid.[AS 1]


  • In Framed, Kevin took control of a bus.
Max 10


16-year-old Ben
11-year-old Ben


Season 1
Season 2
Season 3
Season 4
Season 2
Max 10
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 أبغرَيدf 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 and tech, technologie
German Upgrade From the original English name
Greek Αναβαθμιστής From αναβαθμιστής (anavathmistis), upgrader
Hebrew שדרוג From שדרוג upgrading
Hungarian 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


  • Upgrade's body is made up of billions of small cell-like creatures called nanites.[pop-up 2][7]
    • The nanites are what allow Upgrade to reshape and move like liquid even though he's a solid being.[pop-up 3][7]
  • Throughout his appearances, Upgrade's voice sounds the same as Ben's. The reason for this is because Galvanic Mechamorphs cannot "upgrade" living tissue, thus making the merge with Ben's DNA incomplete. Due to this, Upgrade's voice is essentially Ben's through a speaker.[pop-up 4][7]
    • In Framed, Upgrade's voice is Kevin's recurring voice from the original series through a speaker.
    • In Gwen 10, Upgrade's voice is Grandpa Max's voice through a speaker.
    • In Omniverse, both 11 and 16-year-old Upgrade have a robotic tone in their voices that is similar to Malware's.
  • In Destroy All Aliens, Upgrade's texture was based on a high-tech computer tablet of an unspecified brand.[AC 1]
  • Upgrade is the final alien used by 11-year-old Ben in Omniverse.


Crew Statements

Derrick J. Wyatt

Alex Soto

  1. Ben 10 Volume 2 DVD


Audio Commentary

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
Ultimate Aliens Ultimate AlbedoUltimate ArctiguanaUltimate Big ChillUltimate CannonboltUltimate Echo EchoUltimate GravattackUltimate HumungousaurUltimate RathUltimate SpidermonkeyUltimate SwampfireUltimate Way BigUltimate Wildmutt
Fusion Aliens Atomic-XBig ChuckCrashockerDiamond MatterFourmungousaurHeat JawsHumungoopsaurStink ArmsUprigg
Unseen Aliens Decagon VreedleRocksSquidstrictorVentrilosquid
Future Aliens SandboxShellheadSnakepit
Retconned Eon
Non-Canon Cartoon Network AlienPortalerAntigraviteslaBob the BlobPlantapocalypseThriller Whale
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