OV upgrade Earth-1010
General Information
Species Galvanic Mechamorph
Home Planet Galvan B
Body Technological Humanoid
Powers and Abilities
Abilities Technopathy
Technological Mimicry
Technological Possession
Technology Enhancement
Optic Beam
Size Alteration
Space Survivability
Enhanced Strength
Enhanced Durability
Enhanced Dexterity
Enhanced Flexibility
Alternate Abilities Nanotech Upgrading (Delta)
Weaknesses Electricity Vulnerability
Fire Vulnerability
EMP Vulnerability
Used By Ben Prime
Ben Delta
Ben 10'000 (fusions)
Ultimate Ben 10
Delta Ben 10'000
Appears in Death of Ben 10
Ben 10: Reboot Revolution

Upgrade is the Omnitrix's DNA sample of a Galvanic Mechamorph from the moon Galvan B in Earth-1010.

His evolved form is Ultimate Upgrade.


Upgrade is a shapeshifting humanoid made of black liquid metal with green wire patterns running across his body. His stomach and under his arms and legs are green. Any wires that cross onto the green portions of his body become black as they do. His eye is a green circle in the middle of his head.

For Ben Prime, the Omnitrix symbol appears inside his circular eye.

For Ultimate Ben 10 (and most other trix wielders) the Ultimatrix symbol appears on his chest.

In the Delta Dimension, Upgrade is purple with more circular circuit patterns on his body.

Powers and Abilities

Upgrade's main power is his ability to meld his body over and into technology, and use his internal nanomachines to take control of it. He can then, as his name suggests, upgrade the technology further: Usually either improving it's abilities or changing how they work. Sometime he can even add functions and components to the technology he upgrades. These changes are temporary, however, and disappear when Upgrade leaves the device. He can use his abilities to help construct devices with ease. This ability also gives him the ability to practically phase through most metals or machines.

If a device is small enough, he can upgrade it without fully merging his body with the device.

He can fire powerful green energy beams from his eye.

Being made of liquid metal, he can regenerate himself to a limited degree.

Alternate Abilities

Delta Upgrade possesses a more refined ability to upgrade nanotechnology and other high-level machines. This means that he can upgrade the Omnitrix, for example.


Upgrade is vulnerable to electric attacks, as he is made of liquid metal.

He is highly vulnerable to electromagnetic fields, which disrupt his structure akin to knocking him out.

He is also vulnerable to fire attacks, as they can melt him and mess with his ability to shapeshift or hold his form. He can defend himself from this weakness by hiding inside possessed technology.


Death of Ben 10

Upgrade was used briefly by Ultimate Ben 10 before going Ultimate to defeat Ro-pollo. He used Upgrade again in Chapter 17 to hijack an announcement system.

Ben 10: Reboot Revolution

Delta Ben 10'000 used Upgrade twice in Ten Over Ten Thousand. The first time he upgraded Ben's phone to lead young Ben and Gwen back to the Rustbucket. He later used Upgrade again to recharge Ben's Omnitrix.

He was later used by Ben Delta to upgrade Blukic and Driba's Dimension Hopper in Chapter 4, however he accidentally activated it and sent himself back to the Delta Dimension.

In Chapter 5, Ben Prime used Upgrade to upgrade Ben Delta as Clockwork before the pair fled from Delta Dimension to Eon's Dimension. Ben Prime used Upgrade again later after acquiring the Prime Omnitrix to try and remove the Time Breaker armour from Time Breaker Ben.


Death of Ben 10

Ultimate Ben 10

Ben 10: Reboot Revolution

Delta Ben 10'000

Ben Delta (using Prime Omnitrix)

Ben Prime

(using Delta Omnitrix)
(using Prime Omnitrix)



  • Upgrade was originally planned to appear in Act 2 of Death of Ben 10, used by Ben Prime to upgrade the Proto-TRUK during a dog fight with Apollo's War Fleet. This scene was scrapped when Act 2 was restructured.

See Also

Death of Ben 10
Aaronbill3 Ben 10: Reboot Revolution
Act 1

Prologue - Chapter 2 - Chapter 3 - Chapter 4 - Chapter 5 - Chapter 6

Act 2

Chapter 7 - Chapter 8 - Chapter 9 - Chapter 10

Act 3

Chapter 11 - Chapter 12 - Chapter 13 - Chapter 14 - Chapter 15
Chapter 16: Part 1 - Chapter 16: Part 2 - Chapter 17 - Epilogue

Introduced in Act 1

Alien X - Buzzshock - ChamAlien - Chromastone - Clockwork - Diamondhead - Way Big - XLR8

Introduced in Act 2

Atomix - Armodrillo - Big Chill - Fasttrack - Goop - Gravattack - Lodestar - NRG - Snare-oh - Swampfire

Introduced in Act 3

AmpFibian - Arctiguana - Barrier Reef - Bloxx - Brainstorm - Cannonbolt - Ditto - Echo Echo - Eye Guy - Feedback
Geothermite - Ghostfreak - Gutrot - Heatblast - Hightide - Humungousaur - Jetray - Kickin Hawk - MindMatter - Sandbox
Spidermonkey - Stinkfly - Rath - Upchuck - Upgrade - Water Hazard - Wildvine

Ultimate Aliens

Ultimate Ben - Ultimate Big Chill - Ultimate Clockwork - Ultimate Echo Echo - Ultimate Fasttrack - Ultimate Gravattack
Ultimate Humungousaur - Ultimate Spidermonkey - Ultimate Upgrade

Fusion Aliens

Arctomix - Atomisaur - Big X - Camomech - Charmedge - Diamondactyl - Ectograde - Feedback Attack - Gecko Gecko
Gravattomix - Jawful - Snare-Chill - Tickin' Clock - XLRay - XLRtrack

Ben 10: Reboot Revolution
Death of Ben 10 Aaronbill3 Ben 10: Road Trip
Ten Over Ten Thousand - No Watch, No Problem!
Chapter 1 - Chapter 2 - Chapter 3 - Chapter 4 - Chapter 5 - Chapter 6 - Chapter 7

Prime Dimension
Ben Tennyson - Gwen Tennyson - Max Tennyson
Rook Blonko - Kevin Levin - Sella - Fistina
Magister Patelliday - Azmuth - Blukic - Driba
Professor Paradox

Delta Dimension
Ben Tennyson - Gwen Tennyson - Max Tennyson
Ben 10'000

Time Breakers: Time Breaker Tetrax - Time Breaker Ben
Techadon Degradations: Lenopan Degradations

Prime Dimension
Brainstorm - Chromastone - Clockwork - Goop - Gravattack - Grey Matter
ImmoBile - Jetray - Lodestar - Spidermonkey - Spitter - Stinkfly - Swampfire - Upgrade

Delta Dimension
Cannonbolt - Clockwork - Diamondhead - Four Arms
Grey Matter - Heatblast - Overflow - Stinkfly - Upgrade - Wildvine - XLR8

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