By adding several new armor, weapons, and engine modules the engineers of Task Force Alpha's Pegasus III were able to upgrade the MSA-0011 S Gundam into the Ex-S Gundam. The Ex-S Gundam still had three cockpits, but Ryou Roots was the only person who piloted the mobile suit, and due to Ryou's poor piloting skills, it was up to ALICE, the Ex-S Gundam's highly advanced artificial intelligence combat computer, to do most of the fighting against more skilled opponents.
With ALICE functioning as the co-pilot of the Ex-S Gundam, "she" was constantly getting more advanced. ALICE was constantly growing in comprehension and depth, and was swiftly evolving into something more akin to a fully rationalizing and thinking creature than a simple machine. ALICE could take full control of the Ex-S Gundam and its various components and weapons at any time, and would begin to do so constantly at times when "she" felt the Ex-S or Ryou were threatened. ALICE proved to be a useful co-pilot of the Ex-S Gundam, and was more than capable of compensating for Ryou's lack of skill.