Upgrade is a Codon Stream's DNA sample of a Galvanic Mechamorph from Galvan Prime's moon, Galvan B.
In the Original Series, Upgrade has black skin with green lines all over him. The green circle on his head is his only eye.
In Ultimate Alien, he has green and black stipes where the white was in the original series.
Upgrade's internal nanotechnology allows for his primary ability to merge with and 'possess' any technology within reach by spreading over it, enhancing it far beyond its original design. The size of the device is inconsequential. While merged with a device, Upgrade then controls it as he would his own body. Upgrade can reconfigure his form around his eye in order to fire a plasma beam from it. Upgrade is also capable of forming simple constructs from plasma, such as spikes and also partially posses a machine to enhance his lasers. He can phase through metal and technology. Upgrade can reform after being blasted, as shown in Midnight Madness after being shot by police and was shown to be able to gently float in air similar to a parachute in Secrets.
He is weak against electricity as shown in Tourist Trap when he was battling the Megawhatt's. Also, being made of a type of liquid metal, Upgrade's body can be affected by magnetic fields.
- He's the only alien of the original 10 to not have his primary power reused for another alien.
- Along with Eye Guy, Dwayne stated that there were no plans for Upgrade to appear, but now he has appeared in "Ben 10-Generator Rex: Heroes United ". This could have been before they started planning the crossover.
- Upgrade looks exactly like Baz-el in Ultimate Alien , but with the Ultimatrix symbol.
- When Upgrade first re-appeared in the Heroes United crossover, he was missing the Ultimatrix symbol.
- Upgrade shares a similar color scheme design to both the Omnitrix and the Ultimatrix. This could be a joke on how Azmuth created the Omnitrix and the Ultimatrix and it was the Galvan's (Azmuth's race) who created Upgrade's species.