Upgrade (Classic)

This article belongs to the Classic Continuity

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Upgrade
General Information
Species	Galvanic Mechamorph
Home World	Galvan B
Body	Technological Humanoid
Powers and Abilities
Abilities	Technological Possession Technokinesis (via Technological Possession) Body Alteration Self-Liquefaction (via Body Alteration) Small Space Maneuvering (via Self-Liquefaction) Prehensile Tentacles (via Body Alteration) Weapon Manifestation (via Body Alteration) Size Alteration Shapeshifting Gliding (via Shapeshifting) Technology Mimicry Improvisational Technology Creation Regeneration Elasticity Nanite Constructs Optic Laser Explosion Generation (via Optic Laser) Bio-Electricity Generation Enhanced Strength Enhanced Durability Enhanced Jumping Enhanced Reflexes Space Survivability Underwater Survivability Esoterica Conversion Immunity Fire/Heat Resistance Bioluminescence Digitalized Vision Distress Signal Transmission Body Storage Galvan B Manipulation Pet Mechamorph Extrication Electroporation While Possessing Technology: Energy Constructs Plumber Badge Tracking Light Generation
Counterparts
Alternate Counterparts	Techno-Bubble
Details
Voice Actor	Tara Strong (10 and 11 years old) Charlie Schlatter (Kevin) Paul Eiding (Max) Yuri Lowenthal (16 years old)
First Appearance	Permanent Retirement
Gallery

“	"What happens when the best you can do just... isn't enough?" "You get an upgrade."	”
– Rex and Ben.

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

Appearance

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.

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.

Upgrade in a yellow raincoat in Back With a Vengeance

Upgrade in Destroy All Aliens

11-year-old Upgrade in Omniverse

16-year-old Upgrade in Heroes United

Kevin as Upgrade

Powers and Abilities

• Technological Possession
• Mechanical Technology Merging
• Electrical Technology Merging
• Technorganic Merging
• Techno-Phasing
• Technokinesis/Technological Enhancement (via Technological Possession)
• Telekinesis (via Technological Possession)
• Technoformation (via Technological Possession)
• Technological Destruction (via Technological Possession)
• Technological Component Division (via Technological Possession)
• Body Alteration
• Self-Liquefaction (via Body Alteration)
• Small Space Maneuvering (via Self-Liquefaction)
• Prehensile Tentacles (via Body Alteration)
• Weapon Manifestation (via Body Alteration)/Mace
• Spiked Mace/Spiked Mallet
• Size Alteration
• Shapeshifting
• Gliding (via Shapeshifting)
• Regeneration
• Elasticity
• Optic Laser
• Bio-Electricity Generation
• Enhanced Strength
• Enhanced Durability
• Enhanced Reflexes
• Space Survivability
• Bioluminescence
• Digitalized Vision
• Computer Hacking
• Electroporation
• Energy Constructs (While Possessing Technology)
• Light Generation (While Possessing Technology)

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Due to being comprised entirely of nanites, 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.

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

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

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. 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 and Rex. Upgrade can also make his head or face appear from anywhere on the machines he possesses.

Upgrade's DNA is "programmed" with blueprints and intimate knowledge of every alien technology. This allows him to enhance any tech he is possessing into "ultra-tech", 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; and transforming vehicles like the Rust Bucket and Kevin's car into battle-ready machines and mecha-suits. 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. 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; a video game console; and the entire Plumber Headquarters. 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.

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

Due to his nanite, liquid-like physiology, Upgrade can pass through all sorts of small spaces; create holes in his body for projectiles to pass through; can be bisected any number of times, with no harm done to him; and can easily rejoin any separated pieces of himself.

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 him from a fall. He can also alter his own size, as demonstrated by a Mechamorph Guard. 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. Upgrade once used both of these powers to mimic the shape and body structure of a Tetramand, complete with the extra pair of arms.

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 and spiked maces.

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

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

By energizing his biomechanical blood, Upgrade can launch a powerful green plasma blast from his eye. 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.

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

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

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

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

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. Upgrade is also resistant to fire and strong heat.

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

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

Upgrade has the ability to manipulate the environment of Galvan B.

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

Upgrade can travel through electrical currents.

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

Weaknesses

• Technological Possession Limit
• Biological Possession Incapability
• Forced Separation
• Unintended Constructs
• Elasticity Limit
• Sensitivity to Electromagnetic Pulses
• External Electricity Vulnerability

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

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

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.

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.

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

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

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

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

Upgrade is weak against acid and intense heat such as lava. This is because any sort of corrosive can upset his delicate chemistry.

Upgrade can be controlled by Vladats via their Corrupturas.

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

Upgrade can be affected by technorganic viruses and a Nemuina's sleeping dust.

Upgrade is vulnerable to being turned into a smoothie by Squirtapiller's species.

History

Ben 10

• Upgrade first appeared in Permanent Retirement, where he stopped some thieves from robbing an ATM machine.
• In Last Laugh, Upgrade defeated the Circus Freaks.
• In Tourist Trap, Upgrade fought a Nosedeenian to no avail and accidentally duplicated it.
• In The Alliance, Upgrade defeated Rojo by merging with her, while also coming face to face with Vilgax for the first time.
• In Side Effects, Upgrade defeated a thief before finding an ice cream truck.
• In Secrets, Upgrade entered and played with Gwen's laptop. Later, Upgrade defeated some Mechadroids and saved Max from Vilgax; after doing so, Upgrade glided down to Mt. Rushmore, but before he could land safely, the malfunctioning Omnitrix made him switch into Ripjaws.
  • Also, Upgrade appeared as one of the many alien templates used for Vilgax's army in an imaginary sequence.
• In The Big Tick, Upgrade failed to defeat the Great One.
• In Framed, Kevin as Upgrade took control of a cable car and defeated Wildmutt.
• In Grudge Match, Upgrade merged with Slix Vigma and freed some prisoners from the Megacruiser.
• In They Lurk Below, Upgrade escaped the Cyber Squids with Gwen and Eddie.
• In Back With a Vengeance, Upgrade appeared when Ben accidentally unlocked the Master Control.
• In Midnight Madness, Upgrade was hypnotized by Sublimino to steal a giant clock.
• In Ben 10,000, Upgrade battled Future Vilgax before Future Diamondhead switched him into Cannonbolt.
• In Game Over, Upgrade cheated on a Sumo Slammers video game and accidentally trapped himself and Gwen in the game, where they defeated some Robo-Sumos. Later, Upgrade defeated Kenko, revived Ishiyama and freed himself and Gwen from the game.
• In Under Wraps, Upgrade defeated the Mummy.
• In Be Afraid of the Dark, Upgrade travelled into space and fought Viktor before ditching him. He then defeated the Mummy with the help of Max and Gwen.
• In Divided We Stand, Upgrade battled Dr. Animo's Mutant Squid.
• In Ben 4 Good Buddy, Upgrade fought the Road Crew.
• In Ben 10: Destroy All Aliens, Upgrade appeared thrice. Firstly, Upgrade destroyed an urban assault vehicle with Gwen's help. Then, Upgrade attacked Ben in a dream. Lastly, Upgrade was interrogated by Retaliator before the Omnitrix switched him into Stinkfly.
• In Radio Dazed, Upgrade tried to switch the music but accidentally broke the Rust Bucket's radio.
• In Road Trip Rumble, Upgrade fought Gwen in order to decide whether the Omnitrix or magic is better.

Five Years Prior to Omniverse

• In From Hedorium to Eternity, Upgrade battled Zs'Skayr.

Ultimate Alien

• In Ben 10,000 Returns, Upgrade was unlocked by Ben 10,000.
• In Ben 10/Generator Rex: Heroes United, Upgrade merged with Rex to battle Alpha/Omega but was defeated.
  • Also, Upgrade appeared as one of the many aliens when Ben was explaining his story to Rex.

Omniverse

• In OTTO Motives, Upgrade merged with Kevin's car and defeated Otto.
• In Something Zombozo This Way Comes, Upgrade battled Rook, who had been turned into a Zombie Clown.
• In Animo Crackers, Upgrade attempted to prevent Animo's escape from Plumber HQ, but was stopped by a magnetic wave bomb.
• In The Color of Monkey, Upgrade defeated Rojo again.
• In The Final Countdown, Upgrade was used to successfully halt Kundo's virus upload to all other Plumber bases, but couldn't prevent the virus from reaching the Plumber HQ's power core. He programmed the base to launch, but couldn't predict the docking winch not aligning with the core.
• In A New Dawn, Upgrade appeared for a short time when Ben was cycling through his aliens.

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.

Comics

• In Fast Lane, Upgrade upgraded Bill's car to win race against Animus.
• In A Villain a Day, Upgrade defeated Ricky the Mechanic.
• In Techno Zombies, Upgrade destroyed DJ Zenut's DJ center.
• In Space Camp and Beyond, Upgrade upgraded the spaceship in order to try to decipher the code.
• In Greasy Lightning, Upgrade upgraded the fryer full of beans in order to defeat Battletron Link.
• In Swimming with Sharks, Upgrade defeated Mermaid's bodyguards.
• In Alien Data Files: Upgrade, Upgrade was used in the footage.

Appearances

• Ben 10
• Ultimate Alien
• Omniverse
• Books
• Video Games
• Online Games

Ben

Season 1

• Permanent Retirement (first appearance; off-screen activation)
• Last Laugh
• Tourist Trap (accidental transformation)
• The Alliance
• Side Effects (off-screen activation)
• Secrets (x2; first time was an off-screen activation; second time was an unintentional transformation)

Season 2

• The Big Tick (cameo)
• Grudge Match
• They Lurk Below
• Back With a Vengeance (unintentional transformation; cameo)

Season 3

• Midnight Madness
• Ben 10,000 (selected alien was Four Arms)
• Game Over (x2)
• Under Wraps (selected alien was Snare-oh)
• Be Afraid of the Dark

Season 4

• Divided We Stand (selected alien was Ditto)
• Ben 4 Good Buddy
• Goodbye and Good Riddance (non-canon; comic)

Movies

• Ben 10: Destroy All Aliens (x2; second time was an unintentional transformation)

Shorts

• Radio Dazed
• Road Trip Rumble

Kevin

Season 2

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

Max

Season 2

• Gwen 10 (non-canon)

Ben

Specials

• Ben 10/Generator Rex: Heroes United (first reappearance)

Flashback

Specials

• Ben 10/Generator Rex: Heroes United (cameo)

16-year-old Ben

Season 4

• OTTO Motives (first reappearance by 16-year-old Ben)

Season 5

• Something Zombozo This Way Comes
• Animo Crackers (intended alien was Humungousaur)

Season 7

• The Color of Monkey (intended alien was Stinkfly and/or Jetray)

Season 8

• The Final Countdown (intended alien was Juryrigg)
• A New Dawn (cameo)

11-year-old Ben

Season 8

• From Hedorium to Eternity (first reappearance by 11-year-old Ben)

Cartoon Network Action Packs

Ben 10

• Fast Lane (selected alien was XLR8
• A Villain a Day
• Techno Zombies
• Space Camp and Beyond
• Greasy Lightning
• Swimming with Sharks
• Alien Data Files: Upgrade

Others

• FusionFall: Worlds Collide

Ben 10

• Ben 10

Ben 10

• Battle Ready
• FusionFall (Nano)
• Krakken Attack
• Upgrade Space Battle

Ultimate Alien

• TKO

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 怪 (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) Апгрейд	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

Trivia

• 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 on-screen by 11-year-old Ben in Omniverse.
• 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.
• It was decided early on in Ultimate Alien's run that Upgrade would never appear in the series proper.
• In Derrick J. Wyatt's opinion, Upgrade could probably fuse with Microchips.

See Also

• Uprigg (fusion of Upgrade and Juryrigg)
• Upgrade Suit