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|Powers and Abilities|
|Relatives|| Ben (grandson)|
Carl Tennyson (son)
Frank Tennyson (son)
|Voice Actor||Paul Eiding|
|First Appearance||Gwen 10|
In the beginning, Max takes out some bikers. When Gwen was in the clutches of Vilgax, he jumps into the ship in the Rustbucket with Ben. When the Omnitrix comes off of Gwen, it attaches to him. He turns into Upgrade, merges with the RV and escapes.