34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity
Rebootomnitrixsymbol Click here to see the Reboot Continuity version of this article

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'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 shine, making him look more like a machine.

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.

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

  • Technological Possession
  • Optic Laser
  • Enhanced Strength
  • Space Survivability
  • 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, extending to non-electrical machinery such as a row machine in a gym[1] and even sentient beings that are mechanical in nature like a Chronosapien,[2] 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. After he unmerges with a machine, it returns to normal.

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.[3]

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.[4]

Upgrade can make his head or face appear anywhere on the machines he possesses.[5]

Upgrade can merge with organic beings, as long as there is machinery integrated within them, such as with Rojo and Rex.[1][5]

Upgrade can enhance 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] and 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 able to survive in the vacuum of space.[13]

Due to being made of living metal, Upgrade is able to regenerate himself.[14]

Upgrade possesses enhanced strength, being able to throw a sewer lid at a Megawhatt,[8] push Vilgax off of a ship,[12] and overpower Viktor.[13]

Upgrade is 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]

Although he has never trained himself to do so, Upgrade can repair damaged machinery with ease and come out unscathed, as demonstrated when Azmuth used the Retaliator Armor to repair the Rust Bucket by absorbing its remains into itself and reassembling them.[14]


AC (113)

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.[16]

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.[15]

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


  • In Gwen 10, Gwen used Upgrade off-screen to increase the processing power of her laptop.


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


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 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 voice 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 Max's voice through a speaker.
    • In Destroy All Aliens and Omniverse, 10, 11, and 16-year-old Upgrades all have a robotic tone in their voices that is similar to both Azmuth's father (when he wears the Retaliator Armor) and 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 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 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 AlbedoArctiguanaBig ChillCannonboltEcho EchoGravattackHumungousaurRathSpidermonkeySwampfireWay BigWildmutt
Fusion Aliens Atomic-XBig ChuckCrashockerDiamond MatterFourmungousaurHeat JawsHumungoopsaurStink ArmsUprigg
Unseen Aliens Decagon VreedleRocksSquidstrictorVentrilosquid
Unseen Fusion Aliens GravadactylXLRG
Future Aliens SandboxShellheadSnakepit
Retconned Eon
Non-Canon Cartoon Network AlienPortalerAntigraviteslaBob the BlobPlantapocalypseThriller Whale
Community content is available under CC-BY-SA unless otherwise noted.