Upgrade has a black head and upper body with neon green patterns that resemble wires etched across it. He has two crest-like shapes on his shoulders. His hands and torso are bright green. He has six black rectangular lines on his sides. His legs are green, with similar patterns to the ones on his upper torso. His legs are colored identically to his hands and torso.
The Omnitrix symbol is located on his left wrist.
- Technological Enhancement - Upgrade can enter technology, control it, and enhance it to his whim.
- Shapeshifting - Upgrade can change the shape of his body, allowing him to stretch his body or mimic weaponry.
- Laser Beam - Upgrade is able to fire a laser beam from his "eye" by energizing his biomechanical blood.
- Regeneration - Upgrade can constantly regenerate and repair himself with no pain.
- Space Survivability- Due to being inorganic, Upgrade can survive in the vacuum of space.
- Electromagnetic Pulses - An electromagnetic pulse can disrupt Upgrade's physical form.
- Electricity - Electricity-based attacks can disrupt Upgrade's techno-organic body because he's living metal.
- Techno-Organic Viruses - Since Upgrade is partially technology, he is susceptible to being corrupted by viruses.
- Acid- Upgrade can be harmed by acid.
- In Chapter 2: The Lonely Ghost (Page 3), Upgrade could be seen with Ben's original 10 transformations during Ben's backstory.
- In Chapter 6: Weightless (Page 23- 25), Ben used Upgrade to merge with a Plumber Ship after Technus damaged it, saving Kevin Levin and Rook Blonko.
- Upgrade is Alex Gautreaux's favorite transformation.
- Upgrade's body is made up of billions of small cell-like creatures called nanites. The nanites are what allow Upgrade to reshape and move like a liquid even though he's a solid being.
- Unlike many of Ben's other transformations, Upgrade isn't a complete change since his biology is largely on metallic and robotic cells. This is the reason Ben's voice doesn't change while he is Upgrade.