Upgrade (Classic)

**Upgrade** is the Omnitrix's DNA sample of a Galvanic Mechamorph from the planet Galvan B.

## Appearance

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. However when he shapeshifts it can change into a face at will. Upgrade wears the Omnitrix on his chest.

## 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, like transforming a vehicle 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 beings that are mechanical in nature like a Chronosapien.

Upgrade has displayed the ability to launch a powerful green energy blast from his eye, when merged with machines, Upgrade can shoot electronic blasts.

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.

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

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

In *The Next Step*, Upgrade is shown to be able to merge with multiple objects at once.

## Weaknesses

Upgrade is weak against electricity (being living metal).

Upgrade is sensitive to electromagnetic pulse/fields and magnetic fields as it can either cancel out his power, or cause him to act up.

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

Upgrade can be affected by technorganic viruses, this will be explored later in the series.

When Upgrade is attached to technology while it is damaged, he will be harmed as well.

## History

* Upgrade made his first appearance in *Buried In Setbacks*. Upgrade merged with Sif to chase after the Weatherheads.
* In *A Mutt's Tale*, Upgrade attempts to stop the fireworks armor from going off.
* In *The Galvanic Mechamorph Crisis*, Upgrade fought Professor Proff and mutated into a monster by a technorganic virus.
* In *The Next Step*, Upgrade merged onto Tox-O and the SACT's systems to shut off all of Tox-O's security measures and malfunction him.
* In *Under The Influence*, Upgrade chased after Gastly and defeated him. Then Upgrade merged to DJ equipment to electrify Maggie and Shego.
* In *The Sound and the Fury*, Upgrade merged with Cloud's experiment to battle against Professor Proff.

## Appearances

* *Buried In Setbacks* (first appearance, selected alien was Fasttrack)
* *A Mutt's Tale*
* *The Galvanic Mechamorph Crisis*
* *The Next Step*
* *Under The Influence* x2
* *The Sound and the Fury*

## Trivia

* Upgrade has the same body shape as the Ben 10 Reboot, while having the same circuit pattern as other Ben 10 and BTFF series.
* Upgrade was originally supposed to have the Omnitrix on the other side of his chest, but due to complaints by multiple users and some art critics, it was moved to the other side of his chest.
* Despite the series design having the third most complaints in the E-10 designs so far, it is the only complaint that was managed to be fixed, despite it being an Omnitrix placement.