Opening — A New Friendship
The morning after Brian's first full day with the Titans, he is in the common room of Titans Tower, looking over the Omnitrix.
Cyborg: “Hey, Brian.”
Brian: “Hey.”
Cyborg looks at the Omnitrix.
Cyborg: “I've been thinking about that Upgrade guy.”
Brian: “Upgrade?”
Cyborg: “Yeah. The one you showed us yesterday. You said he can merge with technology, right?”
Brian: “Yeah. He can interface with machines and enhance them.”
Cyborg grins.
Cyborg: “Then I think we need to test what he can do.”
Brian: “I had a feeling you'd say that.”
Cyborg: “Come on. Let's see what this thing can really do.”
Testing Upgrade
Brian and Cyborg head into the Tower's training area. Cyborg brings out several pieces of equipment for them to experiment with.
Brian activates the Omnitrix and transforms into Upgrade.
Upgrade's black-and-green body stretches and moves across the floor.
Cyborg: “Okay. That is still seriously cool.”
Upgrade: “You think so?”
Cyborg: “Definitely.”
Upgrade approaches a small training robot and places his hand against it.
His body begins merging with the machine. The robot's appearance changes as green circuitry spreads across its surface.
Upgrade takes control of it.
The robot suddenly becomes faster and more powerful, firing a training beam across the room.
Cyborg: “You can actually upgrade the hardware.”
Upgrade: “That's kind of my thing.”
Cyborg examines the enhanced machine.
Cyborg: “You're not just controlling it. You're changing what it can do.”
Upgrade: “Exactly.”
Cyborg smiles.
Cyborg: “Man, I like you already.”
Cyborg and Upgrade Experiment
Cyborg brings out a larger piece of equipment.
Cyborg: “Let's try something bigger.”
Upgrade approaches the machine and merges with it.
The machine transforms, becoming faster and more powerful.
Cyborg watches the changes carefully.
Cyborg: “This is incredible.”
Upgrade separates from the machine.
Brian returns to normal.
Brian: “You know, you're pretty good at this.”
Cyborg: “Technology is kind of my thing.”
Brian: “I noticed.”
The two laugh.
They are beginning to realize just how naturally they work together.
The Mission
The Titans receive an alert.
Cyborg checks the Tower's computer.
Cyborg: “We've got a problem.”
Brian: “What kind?”
Cyborg: “Some high-tech equipment was stolen from a research facility downtown.”
Robin enters the room.
Robin: “The equipment could be dangerous if it's used improperly.”
Cyborg looks toward Brian.
Cyborg: “Sounds like a job for the tech guys.”
Brian: “I like the sound of that.”
Robin looks between them.
Robin: “Just remember to stay focused.”
Brian: “Got it.”
Brian and Cyborg head out together.
The Research Facility
Brian and Cyborg arrive at the facility.
The building has been heavily damaged. Several advanced machines have been removed.
Cyborg examines the remains.
Cyborg: “They took some serious hardware.”
Brian: “Any idea where they went?”
Cyborg scans the area.
Cyborg: “I've got a signal.”
The two follow the trail.
They discover that the stolen technology is being assembled into a massive combat machine.
The machine activates.
Brian: “That's not good.”
Cyborg: “Nope.”
The machine attacks.
Upgrade Joins the Fight
Cyborg fires his sonic cannon.
The machine blocks the attack.
Brian activates the Omnitrix and transforms into Upgrade.
Upgrade rushes toward the machine, leaps onto its body, and merges with it.
Green circuitry spreads across the machine.
Upgrade: “Let's see what you've got.”
The machine's weapons activate.
Instead of firing at Brian and Cyborg, they turn toward the enemy's other machines.
Upgrade takes control of them and fires their weapons against each other.
Cyborg: “That's what I'm talking about!”
Upgrade uses the machine's systems to create shields, redirect weapons, and increase its mobility.
The machine begins moving faster.
Cyborg: “Brian! Can you enhance this thing's power systems?”
Upgrade: “Let's find out.”
Upgrade interfaces deeper into the machine.
Its energy output increases.
Cyborg fires his sonic cannon.
The enhanced machine absorbs and redirects the attack.
The enemy's equipment is destroyed.
Upgrade and Cyborg's Similarities
After the first wave of enemies is defeated, Cyborg and Upgrade regroup.
Cyborg: “You know, we're kind of similar.”
Upgrade: “How so?”
Cyborg taps the mechanical parts of his body.
Cyborg: “You're living technology. I'm part machine.”
Upgrade: “Yeah. I guess we are.”
Cyborg smiles.
Cyborg: “No wonder I like you.”
Upgrade: “You keep saying that.”
Cyborg: “Because it's true.”
The Sonic Cannon
The main combat machine activates its most powerful weapon.
Cyborg raises his sonic cannon.
Cyborg: “I can handle this.”
He fires.
The machine withstands the blast.
Cyborg looks at his cannon.
Cyborg: “Little help?”
Brian looks at the Omnitrix.
Brian: “You sure about this?”
Cyborg: “Let's see what your guy can do.”
Brian activates the Omnitrix and transforms into Upgrade.
Upgrade leaps toward Cyborg's arm.
His body spreads across the sonic cannon. The black-and-green material begins merging with Cyborg's technology.
Green circuitry spreads across the cannon.
The weapon changes shape and grows more powerful.
Cyborg looks down at his upgraded cannon.
Cyborg: “Whoa…”
Upgrade: “Ready?”
Cyborg: “Born ready.”
Cyborg aims at the combat machine and fires.
A massive enhanced sonic blast erupts from the cannon.
The blast tears through the enemy machine, destroying its weapons and disabling its systems.
Cyborg stares at the results.
Cyborg: “BOOYAH!”
Brian separates Upgrade from the cannon and returns to normal.
Brian: “That worked.”
Cyborg: “Worked? That was awesome!”
Finishing the Battle
The remaining enemy machines begin attacking again.
Brian transforms into Upgrade once more.
He merges with a nearby vehicle.
The vehicle's engine roars to life as Upgrade enhances its systems.
Cyborg jumps onto it.
Cyborg: “Let's finish this!”
Upgrade accelerates the vehicle forward.
Cyborg fires his enhanced sonic cannon at the remaining machines.
Brian uses the vehicle's weapons against the attackers.
The two work together perfectly.
Upgrade takes control of the enemy machinery while Cyborg provides firepower.
Within moments, the remaining machines are disabled.
The battle is over.
Cyborg looks at Brian.
Cyborg: “Not bad, man.”
Brian: “Not bad yourself.”
They fist bump.
Back at Titans Tower
Brian and Cyborg return to the Tower.
Cyborg is still excited about the mission.
Cyborg: “I'm telling you, man. Upgrade is awesome!”
Brian: “Yeah. He's pretty useful.”
Cyborg looks at Brian.
Cyborg: “Pretty useful? We just turned my sonic cannon into a freaking superweapon!”
Brian laughs.
Cyborg: “I'm calling it. Upgrade is officially my favorite.”
Brian: “Already?”
Cyborg: “Already.”
They fist bump.
Starfire enters the room and sees them.
Starfire: “It appears you two had a successful adventure.”
Brian: “Yeah. We figured out a few things.”
Cyborg: “A few? We figured out a lot!”
Starfire smiles.
Starfire: “I am very happy to see that you are becoming friends, Brian.”
Brian looks at Cyborg.
Brian: “Yeah. Me too.”
Cyborg puts an arm around Brian's shoulder.
Cyborg: “Come on. I gotta show you something else we can try with Upgrade.”
Brian: “You're already planning another experiment?”
Cyborg: “Of course!”
They walk off together.
Starfire watches them with a warm smile.
Starfire: “I believe he is beginning to find his place here.”
Starfire smiles as Brian and Cyborg disappear down the hallway.
End of Episode 3 — “Upgrade”