Upson is the General of the Britannian Air Force who was in charge of escorting Viceroy Nunnally vi Britannia to Area 11, and Guilford offered to help him but Upson refused. Zero and the Black Knights went to capture Princess Nunnally but Guilford and the Knights of the Round arrived to assist and support Upson along with his forces. Cannot be baring to face being disgraced and not getting demoted, Upson got on a turret and shot at the Ship's engines when attempting to kill Tohdoh. Tohdoh called him a fool and then shot Upson with his Knightmare Frame, killing him.