Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Upgrade TNO color corrected.png
General Information
Species Galvanic Mechamorph
Home Planet Galvan B
DNA Source Unknown
Body Technological Humanoid
Abilities Technopathy
Technological Mimicry
Technological Possession
Technology Enhancement
Optic Beam
Size Alteration
Space Survivability
Enhanced Strength
Enhanced Durability
Enhanced Dexterity
Enhanced Flexibility
First Appearance Malware Returns
Voice Actor Yuri Lowenthal
Status Unlocked

Upgrade is the Ultimatrix MK10's DNA sample of a Galvanic Mechamorph from Galvan Prime's moon, Galvan B.


Upgrade has a black exterior with green stripes that resemble circuitry all over him. The green circle on his head is his eye, which glows whenever he talks.

In the original series, Upgrade wore white clothing on his front torso and the Original Omnitrix symbol was on his chest.

In |Ultimate Alien, Upgrade has green and black stripes where the white was in the original series.

In Omniverse, 16 year old Upgrade wears the Omnitrix symbol inside the ring of his eye and he is more muscular. His circuit pattern has changed slightly. He sounds like teenage Ben, but has a robotic tone in his voice that is similar to Malware's.

11 year old Upgrade looks exactly as he does in the original series, save for a green Omnitrix symbol and his neck being longer.

In The New Omniverse, Upgrade looks the same as his 16 year old counterpart in Omniverse, except the green is replaced with a faded green and the Ultimatrix MK10 symbol is on his circuitry eye.

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. It was shown that 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 retractible robotic manipulator arms. 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, such as with Rojo and Rex or beings that are mechanical in nature like a Chronosapien.

He displays the ability to upgrade Rook's Proto-Tool just by touching it.

Upgrade has displayed the ability to launch a powerful green energy blast from his eye.

As shown, 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. This was demonstrated in Secrets.

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 as shown in Be Afraid of the Dark, when he is trying to overpower Viktor in space.

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


Upgrade is weak against electricity (being living metal), as shown in Tourist Trap when he was battling the Megawhatts.

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

Upgrade can be hurt if he is pulled long and hard enough as shown by the Mutant Squid.

According to Waybig101, Upgrade can be affected by technorganic viruses.

It is revealed that when Upgrade is attached to technology while it is damaged, he will be harmed as well.


  • Upgrade made his first reappearance in Malware Returns, in which he battled Malware.



  • Dio made the image seen above in the infobox.
The New Omniverse
Waybig (Creator) - Creeper - Jose - Sen - Dio - Rex - Omniverse9


Ben Tennyson - Gwen Tennyson - Kevin Levin - Rook Blonko <tabber>Minor= Ben Tennyson (Dimension 23) - Benjamin Tennyson (Dimension 01) - Nega Ben - Professor Paradox - Bad Ben - Jen Tennyson - Ben Tennyson (Dimension 7) - Argit - Eon - Sugilite - Albedo (Dimension X) - Gwen Tennyson (Gwen 10 Timeline) - Ben Tennyson (Ben 10,000) - Ben 10,000 (Alternate Future) - Kai Green - Ken Tennyson - Gwendolyn Tennyson - Kai Carson -


Arctiguana - Big Chill - Cannonbolt - Ultimate Ditto - Echo Echo - Gravattack - Humungousaur - Jetray - Spidermonkey - Swampfire - Upgrade - Way Big - Wildmutt

Airhead - Cooldown - Electricyeti - Freezelizard - Muck Amuck - Short-Start - Speedyquick - Vomit Man


Infern - Jeff - Dr. Psychobos - Psyphon - Project Famigilia - Eon <tabber>Minor=Ben X - Vilgaxzarro - Vilgax - Sunder - Zombozo (Thumbskull - Frightwig - Acid Breath)

Geniosapien - Vyroid