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Upgrade Points are the points that allow you to upgrade your lives, characters, and perks. To gain Upgrade Points, you must level up by gaining Experience (or XP.) Killing enemies will give you 1-4XP depending on the enemy. (1XP for non-raging regular and flying enemies, 2XP for raging regular and flying enemies and non-raging big enemies, and 4XP for raging big enemies) Every muffin you gather will give you 30 XP. The harder the level, the better the multiplier. The same goes for ranks. Being online gives you a 20% multiplier.