|This article belongs to the Classic Continuity.|
Similar to the Malware Armor and Mechamorph Armor, the Upgrade Suit is the end result of a Galvanic Mechamorph, Upgrade forming over a living being, Rex Salazar. However, one key difference between them is that unlike either of the two which produces weapons for the user the Upgrade suit simply upgrades the weapons created by Rex.
As part of their desperate final attack on Alpha after it absorbed the Omega-1 Nanite and began converting the remaining contents of the Bug Jar into more nanites. Ben transformed into Upgrade and merged with Rex to augment his machines to the point that they could fight Alpha.
- Ben 10-Generator Rex: Heroes United (first appearance)