Due to being comprised entirely of nanites, Upgrade is completely amorphous. His humanoid form can reshape and move like a liquid does.
Upgrade has the ability to merge with and possess any technology by encasing his liquified body over it. The size of the device is not significant and he controls it as naturally as he would his own body. When he merges, his black and green circuitry pattern spreads across the technology's surface to fit its proportions; although he also has the ability to perfectly replicate the technology's original colors.
Upgrade can also telekinetically move and control any piece of technology he is possessing, but that is not attached to his main body, even while possessing something else as well.
Upgrade's technological possession can work on non-electrical machinery, such as a row machine in a gym. His ability even extends to sentient beings that are mechanical in nature, like Chronosapiens; or, at most, organic beings with some machinery integrated within them, such as Rojo and Rex.
Upgrade only needs a part (or extremity) of his body to touch a piece of technology to begin possessing it, as shown with the grapple cable of Rook's Proto-Tool.[8] He doesn't need to completely inhabit technology to begin possessing it, and can in fact phase right through them without disturbing the integrity of their surface, as shown with a Mechadroid and Rex. Upgrade can also make his head or face appear from anywhere on the machines he possesses.
Upgrade's DNA is "programmed" with blueprints and intimate knowledge of every alien technology. This allows him to enhance any tech he is possessing into "ultra-tech", making it far more advanced and futuristic beyond human capability, and causing new features to form. After he separates from the machine, it returns to normal.
Upgrade can transform the technology he is possessing with seemingly no limit, such as upgrading a baseba
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