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When visiting the upgrade shop in Tick Town during Duskfade, the player will immediately notice that the shopkeeper will ask for more than money, as every upgrade in the game will also cost gears to buy. These gears are scattered throughout each of the game’s stages and are often hidden just off the main path in order to make the player explore a little bit. If you are desperate to find some of these Upgrade Gears so you can buy a skill you want or you’re simply trying to 100% the game, please feel free to use this guide detailing all the Upgrade Gear locations in Duskfade.
All Upgrade Gear Locations in Duskfade
There are 36 Upgrade Gears scattered throughout Duskfade, significantly more than the amount you’ll need to buy all of the upgrades in the game. Levels can have anywhere between one to three Gears in them, so keep your eye out. Below is a list of every Upgrade Gear in the game, sorted by which stages they’re in.
Erazus Forest Upgrade Gears
There are two Gears in the Erazus Forest
Upgrade Gear 1



After the area’s first checkpoint, head straight up the stone steps until you reach a stone cavern. After passing through this cavern, you’ll be able to clearly see and reach the first Upgrade Gear on a building in front of you.
Upgrade Gear 2



Continue along the main path until you reach this ledge. Drop down it and you’ll reach a small path which has both an Echo and an Upgrade Gear.
Scorched Grove Upgrade Gears
You’ll be able to get two Gears during the Scorched Grove stage.
Upgrade Gear 1

The first Upgrade Gear of this stage can be found just before the second checkpoint. In the section where you need to run atop some rooftops after the fast travel point, turn your camera toward the ground and you’ll quickly spot this gear.
Upgrade Gear 2

This next gear is near-unmissable. It is located on a rock directly next to the stage’s third checkpoint. To reach it, simply wall jump up the wooden planks near the checkpoint then jump across the rocks.
Starstone Mines Upgrade Gears
There are two Upgrade Gears in the Starstone Mines but you’ll only be able to get one of them on your first visit.
Upgrade Gear 1

The first Upgrade Gear in the stage can be found directly ahead of the fourth checkpoint. It’s placed on top of some plants directly to the right of the green archways you need to pass through along the main path.
Upgrade Gear 2

You won’t be able to get the second Upgrade Gear in this area until AFTER you obtain the Pendulum from the Apprentice’s Wing stage. Once you have that item, return to the Starstone Mines fast travel point and you’ll find a buried chest that you can now open on the same platform as the fast travel point.
Mount Cinder Upgrade Gears
There are three Upgrade Gears on Mount Cinder but you won’t be able to get one of them the first time you play the stage.
Upgrade Gear 1


After wall jumping out of the area with the spinning fire platforms and reaching the stage’s second checkpoint, turn around and you’ll see the next upgrade gear. You can reach it via performing a double jump and a mid-air dodge for extra distance and then grappling onto the grapple point by it.
Upgrade Gear 2

This next one is nigh unmissable as it is directly next to a spinning wheel in the lava river that you traverse through after the stage’s second checkpoint.
Upgrade Gear 3


You won’t be able to get the last Upgrade Gear in this area until AFTER you obtain the Stopwatch from the Clockwork Academy stage. Once you have it, make your way back to the lava river flowing through the center of the stage and pass through the purple door here with your Stopwatch. This will lead to a combat section which will reward you with an Upgrade Gear if you win.
Meridian Village Upgrade Gears
You’ll be able to get two Gears in the Meridian Village stage.
Upgrade Gear 1


Behind the area’s fast travel point you’ll find some grapple points by the stone mountain. Grapple up them and you’ll reach a platform with an upgrade gear.
Upgrade Gear 2



Later on in the stage, you’ll find these stone platforms that you can use to cross the river to your right. Follow this path to its end, backtracking almost all the way to the fast travel point, and you’ll find an Upgrade Gear at the end.
Lantern Port Upgrade Gears
There’s two Gears in Lantern Port, but you’ll have to come back later to get one of them.
Upgrade Gear 1

Near the end of the stage, there’ll be an upgrade gear out in the open which you can reach via using these grapple points.
Upgrade Gear 2

You won’t be able to get this Upgrade Gear until AFTER you obtain the Sundial from the Celestial Kingdom stage. Once you have it, return to the beginning of the stage (You can easily reach here via walking from Meridian Village) and grind off this rail that’s to the left of the stage’s entrance and you’ll reach a purple door that you can pass through with the Stopwatch ability. Behind this door is a challenge which will reward you with an Upgrade Gear.
Clockwork Academy Upgrade Gears
There is only one gear in the Clockwork Academy
Upgrade Gear 1


After jumping across the first spinning planks of wood, turn your camera to the right and you’ll spot some platforms and a grapple point. Jump toward them and you’ll be able to make your way to the top of the room where an Upgrade Gear will be waiting for you.
Apprentice’s Wing Upgrade Gears
There’s a single gear in the Apprentice’s Wing stage.
Upgrade Gear 1


In the room near the start of the stage where you need to jump across bookshelves in a flooded room, use this grapple point to reach a plank of wood which will carry you to the other side of the room where an Upgrade Gear will be waiting for you.
Craftsman’s Wing Upgrade Gears
There’s a gear in the Craftsman’s Wing but you won’t be able to get it on a first visit.
Upgrade Gear 1


You won’t be able to get this Upgrade Gear until AFTER you obtain the Sundial from the Celestial Kingdom stage. Once you have it, return to the fast travel point in the Craftsman’s Wing and exit into the hallway. Here there will be a large grind rail that will take you through several rooms of platforming and combat challenges. Reach the end and defeat all enemies and you’ll be rewarded with an Upgrade Gear as well as 600 Shards.
The Great Library Upgrade Gears
There’s two Gears in the Great Library
Upgrade Gear 1



At the starting segement of the level, wall jump to the top of the bookshelves and then proceed to jump atop the platforms and wooden planks here to reach the Upgrade Gear.
Upgrade Gear 2


In the library segment near the end of the stage, after activating the gear which opens the final door turn around and you’ll see some wall jump platforms that you can jump up to reach the second Upgrade Gear.
Canal Hamlet Upgrade Gears
You’ll be able to find three Gears in the Canal Hamlet, but only two of them can be earned on your first visit.
Upgrade Gear 1

The first Upgrade Gear in this stage is sitting atop a house in the open town area near the start of the stage. Use the nearby bouncy plant to reach it.
Upgrade Gear 2



After crossing the bridge mid-way through the stage, continue along the main path to the left and you’ll reach a room with multiple rocks in the water, a grappling point, and a bouncy plant. To the left of this room, there will be orange crystals that you can break which will lead to a new room containing an Upgrade Gear.
Upgrade Gear 3

You won’t be able to get this Upgrade Gear until AFTER you obtain the Wings from the Clockmaker’s Rest stage. Once you have them, return to the giant purple crystal in the middle of Canal Hamlet and fly through the boost rings here to reach a platform with an Upgrade Gear.
Celestial Kingdom Upgrade Gears
There’s two Gears in the Celestial Kingdom.
Upgrade Gear 1

Near the start of the stage, there will be an Upgrade Gear sitting atop some pillars. To reach it, simply use the nearby bounce pad.
Upgrade Gear 2


During one of the stage’s last grind rails, the path will split into three. Take the left grind rail and grab onto the wooden plank at the end of it and you’ll be brought to a platform with an Upgrade Gear
Royal Highroads Upgrade Gears
There’s two gears in the Royal Highroads, but one of them requires an item you get later.
Upgrade Gear 1


Near the start of the stage, you’ll be raised to a higher platform via a wooden plank. Once you’re here, turn around and you’ll spot an Upgrade Gear that you can reach via jumping with the momentum of the grind rail next to you.
Upgrade Gear 2


You won’t be able to get this Upgrade Gear until AFTER you obtain the Wings from the Clockmaker’s Rest stage. Once you have them, backtrack all the way back to the very very first platform in the Royal Highroads and you’ll spot some boost rings. Fly through them and you’ll be led to a purple door that you can enter via your Stopwatch ability. This will lead to a platforming challenge that will reward you with an Upgrade Gear at the end.
Auric Palace Upgrade Gears
There’s two gears in the Auric Palace
Upgrade Gear 1


To the right of the fast travel point in this stage you’ll spot a bouncy plant. Jump on it and you’ll be sent to a platform above the fast travel point. From here, you can just jump on down to where the Upgrade Gear is.
Upgrade Gear 2



Immediately after the previous Upgrade Gear, ride the grind rail until you see a grapple point that you can grab on to. This will lead you through a path across multiple rooftops via several electric platforms and grapple points. At the end of this path there will be a buried treasure chest with another Upgrade Gear.
Deepthorne Upgrade Gears
There are two Gears in the Deepthorne
Upgrade Gear 1


When grinding on a rail through the trees early in the stage, jump to the right rail and you’ll be sent to the top of the first tree, where an Upgrade Gear will be waiting for you.
Upgrade Gear 2

This Gear is nigh unmissiable, as it’s on top of the fortress-like area that you reach after grappling away from the area’s fast travel point.
Stonetusk Canyon Upgrade Gears
There are two Gears in the Stonetusk Canyon
Upgrade Gear 1



I don’t even know what the intended method to get the Upgrade Gear in the room before the fast travel point is, but I used a time bomb in order to get some extra height before using the Wings you get in the Clockmaster’s Rest to glide to the platform before it and just barely reach it.
Upgrade Gear 2


When you reach the point where you need to use a grapple point to reach multiple electric platforms, look to your left and you’ll spot a ledge with this Upgrade Gear. Use the grapple point to reach it.
Clockmaker’s Rest Upgrade Gears
You’ll be able to earn two gears in the Clockmaker’s Rest.
Upgrade Gear 1


Right at the start of the stage, ring the second golden bell and look behind you. This will reveal an invisible platform that is rising up and down. Board it and you’ll reach the top of a pillar which has an Upgrade Gear on it.
Upgrade Gear 2





After gaining the Wings powerup later in the stage, backtrack to the circular building midway through the stage, turn left and you’ll spot a set of stairs. Walk up them and then climb the wall in order to reach a platform with an Ancient Coin as well as multiple boost rings that you can fly through. These will lead to a purple door that you can pass through with you stopwatch ability. Through the door is a combat section that will reward an Upgrade Gear upon completion.
Desert of the Last Memory Upgrade Gears
The final main stage of the game has three Gears in it.
Upgrade Gear 1




After crossing the large electric bridge and getting to the top of the building it leads to, look down and you’ll see a large circular platform. Jump down to it and you’ll reach another building which has an Upgrade Gear in it.
Upgrade Gear 2





After reaching the area’s fast travel point, jump off the edge to your right and fly into the building that the fast travel point is on top of. In here, you can hit a gear which will activate a pendulum bounce pad in the building earlier in the stage that hurts you while you’re in it.
Backtrack to that building and use the bounce pad and the climbable walls to reach the top gear, then hit it several times to elevate it to the rooftop. Up here you will find an Echo and an Upgrade Gear.
Upgrade Gear 3



After flying through the green rings and landing on the platform with the pendulum bounce pad, turn around and look up while on the bounce pad and you’ll see a grapple point that you can use to launch yourself into a nearby building. Reach the roof here for the final Upgrade Gear in the game.



