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


Chaos Upgrade has the similarities of Ben, while having the skin pattern of classic Upgrade. He has a black face and a "black suit", as well as white arms and legs, as well as hair. His teeth are also visible. The Omnitrix symbol is located on his chest.

Powers and Abilities

Chaos Upgrade is not completely solid, as he can be both liquid and gelatinous. The nanites in his body are what allow Upgrade to reshape and move like liquid even though he's a solid being. Due to this, he can reshape himself to let projectiles or blows pass through him by creating a hole in his body at will.

Chaos 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 possesses far more advanced and futuristic, causing new features to form. After he unmerges with a machine, it returns to normal. Chaos Upgrade's technological possession can work on non-electrical machinery, and this ability extends to even sentient beings that are mechanical in nature, like a Chronosapien.

Possessing technology allows Chaos 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. Chaos Upgrade can make his head or face appear anywhere on the machines he possesses.

Chaos Upgrade can merge with organic beings, as long as there is machinery integrated within them, such as with Rojo and Rex, and he can enhance certain devices, such as Rook's Proto-Tool, just by touching them.

By energizing his biomechanical blood, Chaos Upgrade can launch a powerful green energy blast from his eye. Chaos Upgrade can form energy constructs such as an energy spike, though mostly while merged with machinery and upgrading them into weapons.


Being living metal, Chaos Upgrade is weak against electricity such as those generated by Nosedeenians and Conductoids. Chaos Upgrade is sensitive to electromagnetic pulses/fields and magnetic fields.

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




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