Upgrade Complete 2 is a side-scroller shooter game. It is the sequel to the critically-acclaimed game UPGRADE COMPLETE!. The concept is the same as that of the original, with you earning money by playing a shooter and upgrading everything.


The game is a side-scroll shooter where you have to upgrade everything, including the menus. You control a spaceship and you fight off waves of other spaceships. Should you fail a wave, you spend the gold you earn on upgrades and try again.


  • 20 percent of all upgrades!
  • 40 percent of all upgrades!
  • 60 percent of all upgrades!
  • 80 percent of all upgrades!
  • Upgrade Complete! (All upgrades)
  • Totally Expecting It. (Heart rate upgrade)
  • Lagtastic! (Indie mode & 3D mode)
  • 750 kills
  • 1500 kills
  • Real Estate (Buy every square in the Ship Builder)
  • Champion! (Boss defeat)
  • Totally worth it. (Premium content)


Don't Crap Your Pants
  Don't Crap Your Pants Badge
Easy pts
Upgrade Complete 2 » Purchase the heart rate upgrade to improve your short-term resting BPM
  Lagtastic Badge
Easy pts
Upgrade Complete 2 » Push your processor to its limit
Skull Fluxed
  Skull Fluxed Badge
Medium pts
Upgrade Complete 2 » Max out every upgrade, then defeat the evil skull boss