UpGray is the combination of Upgrade and Gray Matter. He cannot be accessed unless the faceplate of the Omnitrix is broken or by using the Biomnitrix.


Upgray has the body of Gray Matter with the circuit pattern of Upgrade and has Upgrade's green circle on his head is his eye, which glows whenever he talks. the Omnitrix /Biomatrix symbol is on his back.

Powers and Abilities

Upgray is smarter then Gray Matter, because of Upgrade computer brain combine with Gray Matter's intellect.

He can also access and control other computers and machines just by touching it and his size allows him to squeeze into small spaces and can climb walls due to tiny suction cups on his skin. He also has sharp metal teeth and has the ability to launch a powerful green energy blast from his eye.

Upgray is also amphibious and has gills.  Being half inorganic, Upgray is also able to survive in the vacuum of space.

He also has a antivirus inside which makes him immune to technorganic viruses.


Upgray is weak against electricity (being living metal), and his size makes him unsuitable for physical battle.

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

Despite possessing immense intelligence, Upgray can still make miscalculations.

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