Full Name





Ben 10


Omnitrix Alien


Technopathy, Merging Technology, Upgrading Technology, Optic Laser, Regeneration, Shape shifting, Elasticity, Enhanced Strength, Space Survivability





Type of Hero

Technological Alien, Clone Transformation

Upgrade is the Omnitrix's DNA sample of a Galvanic Mechamorph from Galvan Prime's moon's Galvan B, Upgrade first appear in the fourth Ben 10 episode called Permanent Retirement.


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 is on his chest.

In Destroy All Aliens, Upgrade looks the same except for the fact that he has more of a metallic sheen, making him look more like a machine.

In Ultimate Alien, Upgrade has green and black stripes where the white was in the original series.

In Omniverse, Upgrade wears the Omnitrix symbol inside the ring of his eye and he is more muscular. His circuit pattern has changed slightly. He sounds like teenage Ben, but has a robotic tone in his voice that is similar to Malware's.

Powers and Abilities

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 possess far more advanced and futuristic and causing new features to form on it. It was shown in Road Trip Rumble that 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 retractible robotic manipulator arms. Possessing technology allows him to transform it with seemingly no limit, such as merging with a baseball launching machine and turning it into a tripod-like robot that fired a seemingly infinite amount of baseballs, while the moment he un-merged with it, it returned 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 and Rex or beings that are mechanical in nature like a Chronosapien.

In Something Zombozo This Way Comes, he displays the ability to upgrade Rook's Proto-Tool just by touching it.

Upgrade has displayed the ability to launch a powerful green energy blast from his eye, as shown in Tourist Trap.

As shown in Side Effects, Upgrade can form energy constructs such as an energy spike, though mostly while merged with machinery and upgrading them into weapons.

Upgrade has the capability to travel through electrical currents, shown in Midnight Madness. He can also phase through most any metal or technology.

Upgrade can gently descend through the air, similar to a parachute. This was demonstrated in Secrets.

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

In Battle Ready, Upgrade can make lasers with his hands and cause energy pikes.

Upgrade also possesses enhanced strength as shown in Be Afraid of the Dark, when he is trying to overpower Viktor in space.

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

Ben 10

  • Upgrade's first appearance is Permanent Retirement.
    • Upgrade stopped some thieves from robbing an ATM machine.
  • In Tourist Trap,
    • Upgrade failed to defeat the Megawhatts.
  • In The Alliance,
    • Upgrade defeat Rojo.
  • In Last Laugh,
    • Upgrade defeat the Circus Freaks.
  • In Side Effects,

Ben 10: Alien Force

Ben 10: Ultimate Alien

Ben 10: Omniverse