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"What happens when the best you can do just... isn't enough?"
"You get an upgrade."

Rex and Ben.[1]

Upgrade is the Omnitrix's DNA sample of a Galvanic Mechamorph[2][3] from Galvan Prime's moon, Galvan B.[4][merch 1]


Ben as Upgrade[]

Upgrade has a black exterior with green stripes that resemble circuitry all over him.[DH 1] 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][5]

In the Original Series, Upgrade's front torso was white and the original Omnitrix symbol was on his chest. Max as Upgrade shares this design.

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.

Powers and Abilities[]

Due to being comprised entirely of nanites,[pop-up 2][5] Upgrade is completely amorphous. His humanoid form can reshape and move like a liquid does.

Upgrade has the ability to merge with and possess any technology by encasing his liquified body 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, his black and green circuitry pattern spreads across the technology's surface to fit its proportions; although he also has the ability to perfectly replicate the technology's original colors.[6][7]

Upgrade can also telekinetically move and control any piece of technology he is possessing, but that is not attached to his main body,[8] even while possessing something else as well.[9]

Upgrade's technological possession can work on non-electrical machinery, such as a row machine in a gym.[10] His ability even extends to sentient beings that are mechanical in nature, like Chronosapiens;[11][12] or, at most, organic beings with some machinery integrated within them, such as Rojo[10] and Rex.[1]

Upgrade only needs a part (or extremity) of his body to touch a piece of technology to begin possessing it, as shown with the grapple cable of Rook's Proto-Tool.[8] He doesn't need to completely inhabit technology to begin possessing it, and can in fact phase right through them without disturbing the integrity of their surface, as shown with a Mechadroid[13] and Rex.[1] Upgrade can also make his head or face appear from anywhere on the machines he possesses.[1]

Upgrade's DNA is "programmed" with blueprints and intimate knowledge of every alien technology.[pop-up 3][14] This allows him to enhance any tech he is possessing into "ultra-tech",[merch 2] making it far more advanced and futuristic beyond human capability, and causing new features to form. After he separates from the machine, it returns to normal.

Upgrade can transform the technology he is possessing with seemingly no limit, such as upgrading a baseball pitching machine to produce a seemingly infinite number of baseballs;[15] and transforming vehicles like the Rustbucket and Kevin's car into battle-ready machines and mecha-suits.[16] He can also reconfigure his constructs at will to suit any situation, from summoning arsenals of heavy energy weapons and extra limbs, to changing their shape completely.[17] If Upgrade possesses a computer or control terminal, he can read local information from it, hack it, and manipulate it to execute commands as he wishes, even over entire networks. Upgrade has demonstrated this by assuming control of Gwen's laptop;[13] a video game console;[5] and the entire Plumber Headquarters.[18] If given external empowerment, Upgrade can transport himself and organic creatures into the world of a video game, and vice versa. Whilst inside, he can change and manipulate the game's code just by thinking it.[5]

Once merged, Upgrade is capable of destroying and dismantling machines.[13][5] Upgrade can also repair damaged machinery with ease and come out unscathed, as demonstrated by Azmuth when he used the Mechamorph Armor to absorb the pieces of the destroyed Rustbucket and reassemble them anew.[7] He is also able to restore manipulated or conjoined technologies back to their original states.[16]

Due to his nanite liquid-like physiology, Upgrade can pass through all sorts of small spaces,[19] can be bisected any number of times with no harm done to him,[20] and easily rejoin any separated pieces of himself.[7]

In his humanoid form, Upgrade is also very flexible, and can stretch himself very far. Upgrade was able to stretch his body's width to the point of acting like a parachute to save himself from a fall.[13] He can also alter his own size, as demonstrated by a Mechamorph Guard.[21] On top of modifying the shape of his humanoid form, Upgrade can extend from any part of his body cable or hand-like structures, as demonstrated by Malware.[4] Upgrade once used both of these powers to mimic the shape and body structure of a Tetramand, complete with the extra pair of arms.[7]

Upgrade can use his shapeshifting to form various weapons and tools from his body, both while in his humanoid form or when possessing technology. He has been shown forming tentacles, spikes[9] and spiked maces.[5]

In having a vast library to draw upon, Upgrade may be able to mimic and shapeshift into technology without needing to possess it,[DR 1] as well as non-electrical items, as demonstrated by Ship[22] and a Mechamorph Guard.[21][note 1]

Upgrade can generate solid constructs made of his nanites, such as pillars[23] and spikes,[24] as demonstrated by Malware.

By energizing his biomechanical blood,[pop-up 4][5] Upgrade can launch a powerful green plasma blast from his eye.[25][26][20] The blast can also explode on contact or be made to create a delayed spherical explosion at their target destination, as demonstrated by other Galvanic Mechamorphs.[24]

Upgrade can generate electrical charges capable of shocking his opponents into submission. He can also conduct these charges throughout his body.[14][27]

Upgrade possesses enhanced strength, being able to throw a sewer lid at a Nosedeenian,[25] push Vilgax off of a ship,[13] and overpower Viktor.[26]

Upgrade is durable enough to withstand a blast from the Proto-Tool without physical damage.[8]

Being inorganic, Upgrade is able to survive in the vacuum of space.[26] Upgrade also doesn't need to breathe underwater, as shown by Malware.[4]

Upgrade is immune to being transformed into an Esoterica by Dagon, and can use his body to shield others from the same, as demonstrated by Ship.[28] Upgrade is also resistant to fire and strong heat.[4]

Due to being technological, Upgrade possesses digitalized vision.[29] His circuitry also glows in the dark.[7]

Upgrade is capable of transmitting distress signals, as demonstrated by Ship.[30] Upgrade is also able to store people or objects within his body, as demonstrated by Malware.[4][24]

Upgrade has the ability to manipulate the environment of Galvan B.[24]

Upgrade is able to spawn smaller animalistic Mechamorphs, as shown when Baz-l spawned Ship.[30] However, it is only possible to do so once he has absorbed an animalistic Galvanic Mechamorph.[DJW 3]

Upgrade can travel through electrical currents.[19]

Upgrade has also been shown generating energy-based constructs, such as a green energy spike[29] and a beam of light that can harm an Ectonurite.[20] Ship has been shown to able to track down the Omnitrix and Plumber Badges.[30][note 2]


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.[31] He may also be unable to override some security systems or combat computer viruses, such as those of the Megacruiser[31] and Plumber Headquarters, respectively.[18]

Upgrade can be forcefully separated from technology, as demonstrated by Rojo.[10]

When possessing technology, Upgrade is able to falter in producing constructs exactly how he had envisioned them, seen when he upgraded an urban assault vehicle by adding even more guns to it.[7][note 3]

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.[14]

Upgrade is sensitive to electromagnetic pulses/fields[32] and magnetic fields.[33]

Upgrade can be powered down by a Repo Boot, as demonstrated with Ship.[34]

Being a swarm of nanomachines, Upgrade is weak against electricity, such as that generated by Nosedeenians[25] and Conductoids, the latter of which has been demonstrated with Malware.[23]

Upgrade is vulnerable to having his energy absorbed, which leaves him petrified afterwards.[24]

Upgrade is weak against acid[AC 1] and intense heat such as lava.[DJW 4] This is because any sort of corrosive can upset his delicate chemistry.[merch 2]

Upgrade can be controlled by Vladats via their Corrupturas.[DJW 5]

Upgrade can be trapped in crystals by Petrosapiens, as demonstrated with Malware.[4]

Upgrade can be affected by technorganic viruses[DJW 6] and a Nemuina's sleeping dust.[DJW 7]

Upgrade is vulnerable to being turned into a smoothie by Squirtapiller's species.[DJW 8]


Ben 10[]

Five 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 Rustbucket.



Season 1
Season 2
Season 3
Season 4
Season 2
  • Framed (x2; first time was a partial transformation and cameo; second time was an off-screen activation)
Season 2


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

Ben 10

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 plus ultra, a Latin locution meaning "going beyond"
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



  1. However, according to Derrick J. Wyatt, Upgrade is not able to mimic technology[DJW 1] 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 2]
  2. However, it is unknown if Galvanic Mechamorphs naturally possess this ability, or if they need to possess technology to gain access to it.
  3. Though, it is unknown if this was caused by Upgrade making a mistake on his own, or if the vehicle's automated programming had any influence over him.


Crew Statements[]

Dou Hong[]

Derrick J. Wyatt[]

Duncan Rouleau[]

Dwayne McDuffie[]



Audio Commentary[]

  1. Ben 10: The Complete Season 2 DVD

See Also[]

Introduced in Ben 10 ArctiguanaBlitzwolferBuzzshockCannonboltDiamondheadDittoEvil Way Big (Destroy All Aliens)Eye 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
Competition Winners Alien Maker Contest WinnerMoyoInvinciblePortalerShadowmanStretcheleo
MAD ChromastoneFour ArmsHumungousaurJetrayNRGSwampfire
Total Access AntigraviteslaBob the BlobPlantapocalypse
Ben 10: Science Hero CaetSektoid TransformationShafarnianSteeler
Tim 10 BloxxFour ArmsHeatblastSkateasaurusUpchuckXLR8
Other Cartoon Network AlienEon (retconned)Evil Way Big (Cosmic Destruction)Fuel Run AlienGrendene AlienK-Zone AlienRobot AlienRocksSquidstrictor