|Non-Canon: Characters and events depicted in this article are non-canon.|
In the beginning of Gwen 10, Max takes out some bikers. When Gwen was in the clutches of Vilgax, he jumps into the ship in the Rust Bucket with Ben. When the Omnitrix comes off of Gwen, it attaches to him. He turns into Upgrade, merges with the RV and escapes.
- Gwen 10 (first appearance)
- Max ending up in possession of the Omnitrix is ultimately what Azmuth intended by sending the Omnitrix to Earth.