|Home World||Galvan B|
|Powers and Abilities|
|Voice Actor||Yuri Lowenthal|
He has his Ultimate Alien appearance, but he is more muscular and has a metallic shine. His line patterns have also been redesigned slightly. His feet stick out more, and are white.
He has his Ultimate Alien voice.
Ben slams down the Infinimatrix's dial and is engulfed in a green light.
As the transformation track begins playing, Ben hovers in a dark green background with light green bubbles pulsating rapidly behind him and crouches. Ben's left arm is encased in black and green, which spreads to his torso and back, forming irregular line-like patterns colored green. Ben's eyes close and disappear, before a green slit appears in their place, becoming ring-shaped. His toes combine into one and his feet become boot-like. The Infinimatrix symbol pops out of his chest as the last of the patterns form on his torso. Upgrade spreads his arms and balls his fists, completing the transformation.
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. Upgrade can reconfigure technology to suit for any situation. 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, or beings that are mechanical in nature like a Chronosapien.
Upgrade has displayed the ability to 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 has the capability to travel through electrical currents. He can also phase through most any metal or technology.
Upgrade can gently descend through the air, similar to a parachute.
Being inorganic, Upgrade is also able to survive in the vacuum of space.
Upgrade can make lasers with his hands and cause energy pikes.
Upgrade also possesses enhanced strength.
Due being made of living metal, Upgrade is able to regenerate himself.
Upgrade is weak against electricity (being living metal).
Upgrade is sensitive to electromagnetic pulse/fields and magnetic fields.
Upgrade can be hurt if he is pulled long and hard enough.
Upgrade can be affected by technorganic viruses.
When Upgrade is attached to technology while it is damaged, he will be harmed as well.
- Credits to Echoson for the infobox image.