Japanese Voice: Shiro Go
English Voice: J.B. Blanc
Upson is responsible for escorting Governor Nunnally from the Holy Britannian Empire California Base to Area 11. When Guilford arrives offering aid to Upson, he refuses Guilford to assist him with the high profile escort mission believing that his forces are more than adequate enough for the job. While in enroute, he and his forces are ambushed by Zero and the Black Knights who are attempting to kidnap Nunally. Soon after their appearance, they take out many of Upson's forces. However, Guilford followed Upson being their rear guard and joined in the battle. After the Guren Flight-Enabled Version appears, the Knights of the Round appear as well. Since Upson could not bear any disgrace and must do something in order to prevent demotion, he goes into one of the the turret rooms in the Logres-class Floating Battleship to prove his worth. After spotting Tohdoh, he fires at him, but misses. Tohdoh, then tells him he is a fool for shooting his own engines and fires at Upson, killing him.