"Upgrade" is the first episode with the new backgrounds, hence the title of the episode and the reason to have the background story cover the reasons for the new graphics. It is episode #02, and was first broadcast on May 30, 2005 at the Morris County Public Library. It was written by Daniel Swift and Eugune Hendricks, and directed by Thomas Hendricks (no relation). The computer's voice was provided by Alycia Gerben.