Upgrade OU 1

Upgrade (15 Years Old)

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


Upgrade has a predominantly plum-coloured exterior with a violet torso and thighs. He has purple stripes that extend from his body, resembling circuitry; the circle on the front of his head being his eye.

Upgrade wears the Omnitrix symbol on his chest.

Upgrade (Mecha Form)


Upgrade (10 Years Old)

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


Upgrade caused Vilgax's ship to crash and upgraded the Omnitrix, apparently removing himself from the active playlist and getting replaced with Shock Rock. When the Omnitrix rebooted, Upgrade's DNA got destroyed in a massive feedback loop, with a part of the DNA fusing with Ben's DNA to survive, thus creating Glitch. But Azmuth and Glitch (A.K.A Rustbuggy) will fix the Omnitrix to recreate Upgrade's DNA and unlock a new alien. Plus, Upgrade had a new form. So Glitch can help Upgrade to partner up and making teamwork.

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, 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 in Ben 10: Destroy All Aliens. 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. 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 and Rex or beings that are mechanical in nature like a Chronosapien.

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

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

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

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

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

Upgrade can reshape his body to resemble a parachute in order to gently descend through air.

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

Upgrade also possesses enhanced strength,

being able to overpower Viktor. He is also durable enough to withstand a blast from the Proto-Tool without physical damage.

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

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


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

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.

Upgrade can be affected by technorganic viruses and is weak against acid.


  • Upgrade's body is made up of billions of small cell-like creatures called nanites.
    • The nanites are what allows Upgrade to reshape and move like liquid even though he's a solid being.
  • 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.
    • 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.
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