Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
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POTO Upgrade New.png
General Information
Species Galvanic Mechamorph
Home World Galvan B
Body Technological Humanoid
Powers and Abilities
Abilities Technokinesis
Optic Laser
Technological Possession
Technological Enhancement
Technological Repairment
Body Alteration
Size Alteration
Arm Extension
Weapon Mimicry
Space Survivability
Enhanced Strength
Enhanced Durability
Enhanced Agility
Enhanced Flexibility
Light Generation
Voice Actor Yuri Lowenthal

Upgrade is the Infinimatrix's DNA sample of a Galvanic Mechamorph from the moon Galvan B in Ben 10: Protector of the Omniverse. He is the Timeline 1 equivalent of the canon Upgrade.


Upgrade has his Heroes United appearance, but he is more muscular and has a metallic shine. His line patterns have also been redesigned slightly. His feet stick out more.

Transformation Sequence

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. 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. His physiology also makes him extremely flexible. Upgrade's shapeshifting abilities allow him to grow technological spikes and tentacles, even when merging with technology. He can also alter his body shape to match the body structure of a Tetramand, as well as grow an extra pair of arms.

Upgrade's DNA is "programmed" with blueprints of every alien technology, allowing him 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 separates from a machine, it returns to normal.

Upgrade's technological possession can work on non-electrical machinery, such as a row machine in a gym. This ability extends to even sentient beings that are mechanical in nature, like Chronosapiens.

Upgrade can reconfigure technology to suit 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 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.

Upgrade can make his head or face appear anywhere on the machines he possesses.

Upgrade can merge with organic beings, as long as there is machinery integrated within them.

Upgrade can enhance certain devices, just by touching them.

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 and can generate a beam of light that can harm an Ectonurite, though mostly while merged with machinery and upgrading them into weapons.

Upgrade can travel through electrical currents and phase through most technology.

Upgrade can reshape his body to resemble a parachute in order to gently descend and glide through the air before landing safely.

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

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

Upgrade possesses enhanced strength.

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

Upgrade can separate and release a part of him into technologies and control them without fully merging to them.

Due to being technological, Upgrade possesses digitalized vision.

Upgrade can repair damaged machinery with ease and come out unscathed.

Upgrade can turn into technology he has touched before, or improvise a device to transform into. He can also turn into non-eletrical items such as a bookshelf or a tennis racket.

Upgrade can turn his hands into weapons, such as maces, as well as tools, like a flashlight, and extend parts of his body into cable or hand-like structures


Upgrade's control over machines is not absolute, as sapient, intelligent machines can easily fight off Upgrade if he merges with them against their will. He may also be unable to override existing security systems.

Upgrade is sensitive to electromagnetic pulses/fields and magnetic fields.

Upgrade can be hurt if he is pulled and stretched hard enough.

If he is being continuously attacked, Upgrade cannot regenerate himself.

Upgrade can be affected by technorganic viruses and a Nemuina's sleeping dust.

Despite his enhanced durability, Upgrade is weak against acid and intense heat such as lava.

Being living metal, Upgrade is weak against electricity, such as that generated by Nosedeenians and Conductoids.

Upgrade can be encased by Petrosapiens.

Upgrade can be controlled by Vladites via their Corrupturas.

Upgrade is unable to merge with organic beings.


Missing Pieces



  • Credit to Echoson for the infobox image and the image in the gallery.
  • Throughout his appearances, Upgrade's voice sounds essentially the same as Ben's albeit through a speaker. The reason for this is because Galvanic Mechamorphs cannot "upgrade" living tissue, thus making the merge with Ben's DNA incomplete.
    • Upgrade has his Heroes United voice.


Ben 10: Protector of the Omniverse
Ben Tennyson - Gwen Tennyson - Kevin Levin
Azmuth - Bellicus - Carl Tennyson - Cash Murray - Charlie Grant - Crystal Phoenix - Emily - Frank Tennyson - Galvan Soldiers - Gluto - Jimmy Jones - Jonesy - J.T. - Julie Yamamoto - Kenneth Tennyson - Max Tennyson - Myaxx - Mr. Baumann - Natalie Tennyson - Pakmar - Plumbers (Bromeba - Chortle - Elliot - Fistina - Jerry - Magister Patelliday - Magister Prior Gilhil - Maryana Autumn - Morty - Plumbers' Helpers (Alan Albright - Cooper Daniels - Helen Wheels - Manny Armstrong - Pierce Wheels)) - Professor Paradox - Sandra Tennyson - Serena - Ship - Tetrax Shard - Zed
Regular Aliens
Alien X - Ampfibian - Antigravitesla - Arctiguana - Armodrillo - Astrodactyl - Atomix - Ball Weevil - Big Chill - Bob the Blob - Braindrain - Brainstorm - Brute Fource - Bullfrag - Bungee Sponge - Buzzshock - Cannonbolt - Chamalien - Chromastone - Clockwork - Construx - Crashhopper - Diamondhead - Ditto - Domino - Eatle - Echo Echo - Embiggensect - Evomania - Eye Guy - Fasttrack - Four Arms - Frankenstrike - Funguy - Ghostfreak - Glitch - Goop - Gravattack - Grey Matter - Gurge - Gutrot - Heatblast - Heavysplitter - Hippopotamass - Humungousaur - Jetray - Juryrigg - Kickin Hawk - Lodestar - Mealymouth - Mimisthetic - Mind Games - Mole-Stache - Nanomech - NRG - Octolord - Overflow - Pesky Dust - Plantapocalypse - Porquillpine - Porturtle - Purebred - Rath - Retouch - Ripjaws - Rock Bottom - Sandbox - Shocksquatch - Slow Hands - Snakepit - Snare-oh - Snark Tanque - Soulcatcher - Sparkhenge - Spidermonkey - Spitter - Squidstrictor - Stinkfly - Swampfire - Terraspin - Terrorsaur - Thriller Whale - Timbrewolf - Toepick - Upchuck - Upgrade - Venomsnake - Vine-al Warning - Water Hazard - Way Big - Whampire - Wildmutt - Wildvine - Wolf Calendar DS - XLR8
Ultimate Forms
Ultimate Arctiguana - Ultimate Big Chill - Ultimate Cannonbolt - Ultimate Echo Echo - Ultimate Goop - Ultimate Gravattack - Ultimate Humungousaur - Ultimate Rath - Ultimate Spidermonkey - Ultimate Swampfire - Ultimate Way Big - Ultimate Wildmutt
Season 1

Season 2

Season 3

Season 4

Season 5

Season 0
Azmuth's Invention - Wrath of the Xenocytes - The Trouble With Doubles - Escape From the Infinimatrix - Bait - Fusing Some Enemy Butt - Factorial Doom - Wrath of Vilgax - A Trip To...Nowhere - To The Past - Clown Catastrophe - Forever Stealing - Rumors and Lies - Summer Again - Truce - Ultimate Escape - Hero's Challenge - Controlled - Ben-Blank: Protectors of the Omnigizer - Prom Not To Be - Doom Date - Behind the Mask - Quest to Conquer - When Things Are Altered - Play It Back Again - Ben 10: Fall of the Omniverse - Surprise Visit - The Chronian Invasion - Aggression

Related Pages
Anur System - Earth-50