**S: [D…
[3], If he is being continuously attacked, Upgrade cannot regenerate himself. The nanites in his body are what allow Upgrade to reshape and move like liquid even though he's a solid being. **(devil) He is weak against electricity as shown in Tourist Trap when he was battling the Megawhatt's. Throughout his appearances, Upgrade's voice sounds essentially the same as Ben's albeit through a speaker.

Home World [16], Being inorganic, Upgrade is able to survive in the vacuum of space. In Growing Pains, Upgrade defeated Nanny Nightmare. **(meh) He has a Super form. Upgrade can reconfigure his form around his eye in order to fire a plasma beam from it.

His Ultimatrix symbol was also not visible until he merged with Rex.

**D:

[12], Upgrade is durable enough to withstand a blast from the Proto-Tool without physical damage. **(blankstare) ** :[

Ultimate Upgrade has the standard abilities of a Galvanic Mechamorph, including eye beams, elasticity, and the ability to merge with technology. **(wink) *http://vignette3.wikia.nocookie.net/ben10fanfiction/images/1/15/DabEmote.png/revision/latest?cb=20161113061500 Ultimate Upgrade can make lasers with his hands and cause energy pikes. **O.o 11-year-old Upgrade looks exactly the same as he did in the original series, except his neck is slightly longer and the Omnitrix symbol on his chest is recolored green. [10], By energizing his biomechanical blood,[pop-up 4][1] Upgrade can launch a powerful green energy blast from his eye.

** ;) He can phase through metal and technology. *http://vignette1.wikia.nocookie.net/ben10fanfiction/images/7/7e/EvilEm.png/revision/latest?cb=20160625195158 Upgrade can merge with and upgrade Sari Sumdac. The green circle on his head is his only eye. In Ben 10: Ultimate Heroes there is no Omnitrix symbol. He can also alter his body shape to match the body structure of Tetramand, as well as grow an extra pair of arms.[2]. [pop-up 1][1]. He's the only alien of the original 10 to not have his primary power reused for another alien. ** :< Body **(peace) **(cool sad) *http://images4.wikia.nocookie.net/__cb20120207132446/ben10fanfiction/images/5/5c/Angry.png [25], Electrokinesis (via Technological Possession), Enhanced Strength (via Technological Possession). In Omniverse, 16-year-old Upgrade is more muscular, his circuit pattern has changed slightly, and the Omnitrix symbol is inside the ring of his eye. In Ben 10: Ultimate Heroes his powers are, Controls technology without touching it, if he does merge with tech he can completely transform it, shoots a beam 10 times more powerful than before plus energy discs. **(hate)



*http://vignette2.wikia.nocookie.net/ben10fanfiction/images/a/ac/Oh-noEm.png/revision/latest?cb=20160625193321

**(despair)

It is unknown when it will appear, however. Take your favorite fandoms with you and never miss a beat.

*http://vignette2.wikia.nocookie.net/ben10fanfiction/images/c/c5/BlushingEm.png/revision/latest?cb=20160625194719 *http://vignette1.wikia.nocookie.net/ben10fanfiction/images/3/3d/OkieDokiePokie.png/revision/latest?cb=20161113060738 Gallery. It is unlocked in both Ben, Mack, and Albedo's Unlimitrixes and Ultimatrixes. Upgrade shares a similar color scheme design to both the Omnitrix and the Ultimatrix.


**(skeptical) **(devilangry) ** :/ **(superpeace) Powers and Abilities

**(oh) *http://vignette2.wikia.nocookie.net/ben10fanfiction/images/7/7c/WinkEm.png/revision/latest?cb=20160626033244 *http://images1.wikia.nocookie.net/__cb20120207095833/ben10fanfiction/images/f/f5/Facepalmemote.png [18][19], Upgrade's control over machines is not absolute, as sapient, intelligent machines like Slix Vigma can easily fight off Upgrade if he merges with them against their will. **(angryface) Upgrade's technological possession can work on non-electrical machinery, such as a row machine in a gym. In Ben 10-Generator Rex: Heroes United, Upgrade merged with Rex to battle Alpha/Omega . Upgrade can reshape his body to resemble a parachute in order to gently descend and glide through the air before landing safely. *http://images1.wikia.nocookie.net/ben10fanfiction/images/d/d3/Raage.png Upgrade's DNA is "programmed" with blueprints of every alien technology,[pop-up 3][3] allowing him to merge with and possess any technology by encasing himself over it.

*http://vignette1.wikia.nocookie.net/ben10fanfiction/images/a/a0/DevilangryEm.png/revision/latest?cb=20160625194440 Technological Humanoid TechnokinesisOptic LaserTechnological PossessionTechnological Enhancement Technological RepairmentElectrokinesisElectroporationRegenerationBody AlterationSize AlterationArm ExtensionWeapon MimicryTentaclesElasticitySpace SurvivabilityEnhanced StrengthEnhanced DurabilityEnhanced AgilityEnhanced FlexibilityLight Generation *http://images3.wikia.nocookie.net/ben10fanfiction/images/c/c1/Meh.png

In Steam is the Word, Upgrade got to Steam Smythe 's ship and battled the Mechanoids. Upgrade can travel through electrical currents[15] and phase through most technology. **>:O OV

**(annoyed) **(RIP) **(rage) In Destroy All Aliens, Upgrade looked the same as he did in the original series except he had more of a metallic shine, making him look more machine-like. [4] This ability extends to even sentient beings that are mechanical in nature, like Chronosapiens[5][6] and probably Nanochips. **B(

**(yay) The Evolutionary Function works by placing the DNA of the alien in a certain simulation, making it suffer the worst possible scenario in millions of theoretical years in order to \"force\" evolution in the genetic code in the virtual environment; the evolutionary developments are then modified into the existing DNA. Ben 10 Ultimate Wiki is a FANDOM TV Community. He still retains the abilities to fire energy beams, shapeshift, and possess technology.

It evolves into Unlimited Upgrade .

Max's Upgrade looked exactly like Ben's did in the original series, but was far more muscular and slightly taller. **(waitwhat)

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