Ben and Gwen are tired of Shag Carpet, the band Grandpa Max listens to. So Ben transforms into Upgrade to control the Rust Bucket radio, trying to listen the music they want.
| Actor | Role |
|---|---|
 Tara StrongBen Tennyson / Upgrade | Ben Tennyson / Upgrade |
| MMeagan SmithGwen Tennyson | Gwen Tennyson |
 Paul EidingGrandpa Max | Grandpa Max |