He is one of the few Lemures who is neither killed nor arrested in the aftermath, and as of 1935 is working at Fred's Poorhouse with the aim of saving up enough money to become a musician.
Upham has short black hair parted on the right side, and a youthful-looking face. He wears a tuxedo rather than his militaristic Lemur uniform for the Flying Pussyfoot hijacking, and is seen wearing a black suit when working at the Poorhouse.
Upham is a self-described coward, his first response being flight rather than fight when Ladd Russo holds one of his friends at knifepoint. However, for all his pain and fear during a confrontation between Elmer C. Albatross and Lebreau Fermet Viralesque, he overcomes his inhibitions in order to pull Elmer away from Fermet and to safety.
Though Upham willingly participated in the Lemures' acts of terrorism, his unrequited crush on Chané Laforet and genuine horror when Elmer skewers himself on his knife paint him in a more sympathetic light when compared to the rest of his colleagues. That said, he was a willing participant in the Lemures' acts of terrorism and even tried to attack Elmer after Elmer freed him from captivity.
Still, Upham appears to have turned over a new leaf by 1935. Having purportedly lost interest in becoming immortal, he has shown himself to be a hardworking and earnest worker of many talents; not only is he a proficient cook, he also appears to be handy enough to take care of various maintenance jobs as needed around the Poorhouse.
Upham witnesses Huey regenerate either prior to joining the Lemures or after becoming a member, and his interest in Huey's immortality – along with a nascent crush on Huey's daughter Chané – are his primary reasons for staying with the group.
Toward the close of the year, Upham's comrade Nader Schasschule spends his time convincing the Lemures to rebel against Goose Perkins and defect to the Russo Family. After spying one of his comrades ratting Nader's plan out to Goose, Upham hastily does the same out of self-preservation. He is not the only one; about thirty Lemures double-cross Nader in total, all of whom are aware of Huey's immortality.
On December 29, the day for which Nader's coup is scheduled, Goose assembles all fifty Lemures in an abandoned warehouse south of Chicago and asks for the 'traitor' to identify himself. Nader confidently does, but the twenty-odd Lemures who remained loyal to him are gunned down by those who did not. Chané Laforet severs Nader's right hand as punishment, and the Lemures leave him in the warehouse to die when they demolish it.
The Lemures arrive at Chicago's Union Station by the evening of the next day, dressed in tuxedos and identifying themselves as the 'Chicago Paysage Philharmonic' orchestra. With their firearms hidden in instrument cases and pseudonyms scrawled on the passenger lists, the Lemures board the Flying Pussyfoot express for New York's Pennsylvania Station on the evening of December 30.
Goose's hijacking plot commences several hours into the journey, only to find itself in competition with the White Suits and Jacuzzi's Gang – two other factions who also happening to be targeting the train. The Lemures' superiority in both numbers and weapons secures them the early lead, but the testimony of their captives Nice Holystone and Nick that a red monster killed the two conductors (one of whom was a Lemur) worries Goose enough to send a unit of five men to check on the conductors' compartment.
Upham is one of the five men chosen, and he and the other four Lemures arm themselves with machine guns before exiting First Class and running straight for the rear cars. As they move through the Third Class carriage, their leader reports that Chané and a White Suit are apparently heading in the same direction – a warning which is followed moments later by the sound of a window shattering nearby. They come to a stop by Room Three, and decide that two of the Lemures will stay behind to investigate the sound while Upham and the other two continue on to the conductors' compartment.
The two groups split off, but Upham's group comes to an abrupt halt when they discover the legless corpse of one of their comrades in the first freight room. Once they regain their composure, their de facto leader reports the scene to Goose via their wireless set and receives a new order: Code Beta has been invoked. If there is an opportunity to kill Chané while she is fighting the White Suit, all Lemures should seize it. Upham is dismayed by the announcement, but the leader censures his trepidation.
Ladd Russo drops from the ceiling, kills the second Lemur, and puts his knife to the leader's throat. At his order for Upham and the leader to drop their guns, Upham abandons his gun and flees. No matter how much he desires immortality, he is unwilling to kill Chané and he is more than terrified of the 'white devil' – terrified enough that he flees with the intention of reaching the conductors' compartment and jumping once the train reaches the river.
Before Upham can reach the conductors' compartment, however, a giant of a man catches him in the last freight car and drags him into a freight room. The giant's size is all it takes for Upham to think him the Rail Tracer, but the giant's companion – a youth with a devilish tattoo – assures Upham that they do not plan to kill him provided he is receptive to their interrogations. Once Upham tells them everything he knows about the Lemures and Goose's plan, they bind his hands and feet with ropes before heading off to deal with his comrades.
Alone and helpless, Upham is left to fret over Chané's safety until he is discovered by fellow passenger Elmer C. Albatross in the wee hours of December 31. Elmer immediately pins him as one of the 'terrorists' but unties his feet anyway, chiding the absent captors for their bad ropemanship (they tied Upham's ankles so tightly as to cut off his blood circulation). He cheerfully unties Upham's hands as well when Upham asks, only for Upham to immediately swing a knife his way.
Elmer dodges. Upham compliments him on his kindness, commenting that he probably should have expected something like this from a 'terrorist'. Unfazed, and slightly apologetic, Elmer warns him that his knife is all but useless against someone like himself. The cryptic remark gives Upham pause; Elmer, still smiling, skewers his own throat on Upham's knife.
Upham cries out in horror as Elmer's corpse falls to the ground, only for horror to turn into shock as Elmer regenerates and gets to his feet with a smile. Elmer flippantly passes himself off as a 'passing tourist' when Upham demands to know who he is, and asks in turn if Upham really is a terrorist. The question is swiftly retracted at Upham's obvious discomfort; he assures Upham that he does not have to answer – it just so happens that the hijacking has merely caught his eye.
And then, out of the blue, he says: "Huey Laforet."
At the look on Upham's face, Elmer surmises that his guess was correct and suggests that Upham smile for him as his 'prize'. It finally clicks for Upham that Elmer's body may be immortal like Huey's is, and Elmer admits that this is the case before asking Upham keep it a secret.
Upham ends up explaining who the Lemures are and what they are doing on the train just as he did with the tattooed youth. Mulling the situation over, Elmer asks him to affirm that Huey was not the one who ordered the hijackers – he cites a promise Huey made to him and someone called Monica that he would never affect bystanders who are not a part of his 'experiments'. Furthermore, a hijacking of this mode is not Huey's 'style'.
The casual familiarity in Elmer's voice leads Upham to ask if he knows Huey personally, and Elmer pauses before introducing himself with his full name and assorted nicknames. Upham gives Elmer his first name only, but cannot reciprocate with the same familiarity about Huey – as someone on the 'bottom of the ladder', he was never given the opportunity to meet with Huey in private. Elmer is glad that Huey at least appears to have people trying to help him, which was not always the case in the past.
As the two head for the conductors' compartment, Elmer encourages a down-looking Upham to smile instead of despair. His argument is that no matter how small one's initial happiness is, that happiness will always have room to grow; no matter how hopeless a situation seems, Upham should smile at the thought of how he used to be safe until he can make himself believe in his smile. He mumbles that doing so is not actually possible in his case, and Upham asks what he means just as they enter the conductors' compartment – and freeze.
In front of them lie the maimed corpses of both conductors, blood splattered against the walls and floor like wine. One of the corpses slumps against the far wall, a bullet hole between his eyes, but the other is a messy, faceless gore of flesh and bone. Though Upham had been forewarned of their potential deaths, the sight is still bloodcurdling. Elmer, calm as ever, remarks that he saw similar corpses in the other freight hold and wonders both about the perpetrator's identity and how the deceased's deaths should be broken to their family members.
His consideration of family prompts Upham to think of Chané, and he is thus caught off guard when Lebreau Fermet Viralesque stabs him for 'being in the way'. Upham cries out, drawing Elmer's attention; Fermet looks over at Elmer in surprise, and Upham manages to stab him in the heart before collapsing to the ground. Elmer warns Upham to stay back as Fermet's body regenerates, assuring him that his arm wound is not serious, and then asks if Fermet is all right.
Fermet breaks out into laughter, though Elmer's relief at his good cheer only serves to further outrage him. Seething with hatred, he hisses that Elmer truly is everywhere and demands to know why he is on the train in the first place. Elmer claims that the two of them running into each other is 'pure coincidence', and then busies himself with attempting first aid on Upham. Upham takes off his shirt so that Elmer can bandage his wound and shrugs it back on once Elmer is finished. Uncomfortably aware that Fermet has been watching them the entire time, he asks Elmer who Fermet is.
After a heavy pause, Elmer gives Upham Fermet's full name but is firm that Fermet must not know Upham's under any circumstances. At Upham's quizzical glance, Elmer warns him that any further association with Fermet will not make him 'any happier'; though he will not stop Upham from doing so if he insists, he strongly recommends against it.
In an abrupt change of demeanor, Fermet politely deems Elmer's advice 'unfair' and asks if he holds some sort of grudge. His pleasant façade is dropped as soon as Elmer calls him out on it, and he expresses unbridled disgust for Elmer's very existence. The two immortals proceed to have a lengthy conversation, conversation topics including: Fermet's obsession with someone called Czes, and the pure joy he experiences at the moment one's purity is 'twisted' and 'broken'; how Fermet's disgust toward Elmer is in actuality fear, as Elmer's nature is a total enigma to him; how Elmer's selfishness leads him to bother only with the living rather with the dead; and how Elmer acquired his train tickets when Fermet was forced to stowaway.
Fermet coldly rejects Elmer's suggestion that he take Elmer's unused ticket and crossdress, checks to see that the three of them are alone, and immediately attempts to murder Upham. Elmer darts between them and takes the blade in Upham's stead; at Elmer's admonishment, Fermet stabs him more deeply and explains that Upham has to die because he has seen his (Fermet's) 'true face'. Since Upham's survival would cause Fermet to die of anxiety, Elmer should let him kill Upham so that he can be happy.
He stabs Elmer again, but Elmer refuses on the grounds that Upham does not want to die. Fermet's jeers that Upham has made no move to come to Elmer's aid – that he is likely scared of Elmer, for that matter – fail to hurt Elmer's feelings; he takes Fermet by the arm, manhandles him over to the door, and tries to push him onto the tracks. Fermet's struggles to escape prove futile, so he resolves instead to pull Elmer down with him. Resigned, Elmer assures Upham not to worry about him and encourages Fermet to smile as he pushes him through the doorway.
Fermet attempts to drag Elmer down with him as promised, but Upham manages to grab Elmer's hand and pull him back inside in the nick of time. Fermet falls alone.
Elmer thanks Upham for saving him, remarking that he had been prepared to fall with Fermet rather than live. Thoroughly distressed, Upham demands to know why Elmer keeps saving him; why, despite knowing that Upham was a terrorist, Elmer went and untied him back in the freight hold. Elmer's explanation is simple: Upham looked like he was about to cry, so Elmer wanted to try and make him smile. He still wants Upham to smile, as it happens, never mind the fact that Upham stabbed him.
As he declares that his main priority is other people's smiles, a man covered in blood enters the compartment. Upham's startled exclamation draws his attention their way, and he politely informs them that passengers are not allowed to enter the conductors' compartment without permission. Elmer apologizes on both of their behalfs. Mollified, the man finally notices Upham's injury and asks who he is, only for a knife to pierce through the wall and nick his ear; distracted, he exits the car and climbs up onto the roof.
Elmer announces that he is going to check on the dining car, and Upham decides he may as well wait the the rest of the journey out in the freight hold Elmer freed him from. He thanks Elmer, returns to the hold, and remains there for the rest of the journey without incident.
How Upham escapes police arrest at the switching stop is unclear, and it is unknown whether he makes his escape during the police inspection or when the train finally arrives at Pennsylvania Station at 2:00 PM, two hours late. At some point following his escape, he receives proper treatment for his wound from Fred at Fred's Clinic.
Over the course of two days in mid-January, Upham recounts his experience aboard the Flying Pussyfoot to someone he believes is a reporter from the Daily Days at the Jane Doe Speakeasy. The reporter is actually an actor whom Fermet has fooled into believing he is helping a playwright (aka Fermet) with his script. Unbeknownst to Upham, Fermet is eavesdropping at a nearby table for both meetings. As a consequence, Fermet now knows Upham's name.
Two days after the interview finds Upham in conversation with Who at the medical clinic, where he praises Who's boss Fred for how nicely his stab wound has healed. Who expresses his admiration for Fred's willingness to treat everyone regardless of their status, and upon taking a second look at Upham's face, asks if they have met before. Upham shrugs; the question is one he is asked all the time, and he departs the clinic with neither of them realizing that the other was also a passenger aboard the Flying Pussyfoot.
By February, Upham is working at Fred's Poorhouse alongside Roy Maddock, where he cooks breakfast for the residents and handles maintenance jobs in the hopes of saving up enough money to become a musician. One day in the cafeteria, Roy calls him over from cooking breakfast and introduces him to 'Goose', a new guest who had complimented the breakfast quality. Upham is taken aback, since Goose is the name of his old boss - and then realizes that this guest's face is familiar. He tentatively identifies 'Goose' as Nader, his old comrade whom he thought dead.
Nader leaps to his feet and presses his fork to Upham's throat, accusing Upham of coming here to kill him on Hilton's orders. Upham objects that he quit the Lemures a long while ago.
Irritated that his meal has been interrupted, Raz Smith presses the barrel of his shotgun to Nader's temple while his apprentice looks on. Roy shouts for Smith to drop the gun; fed up with Smith and Nader both, Alkins smashes his empty whiskey bottle into Nader's face. Nader drops the fork and crumples to the ground, and Upham and Roy check on him just as he passes out.
They take him to his room and lie him on his bed. Upham reveals Nader's past with the Lemures to Roy while they wait for Nader to wake. Nader does so with a scream, but quickly calms himself and asks Upham if Huey has ordered a bounty on his (Nader's) head, as he does not understand why he is still alive. Upham explains that he abandoned the Lemures and gone into hiding, and insists he does not recognize Hilton's name. Were he lying, Nader may very well ought to be dead.
Finally convinced that Upham is telling the truth, Nader apologizes for earlier and says that they can just 'call it even,' referring to Upham's betrayal in 1931. He adds that he no longer has a grudge against Upham and the other Lemures, since most of them have long since died.
Roy assures Nader and Upham that he will not turn them over to the police, given that he wants to avoid the cops himself. After the conversation dies down, Fred enters the room to check on Nader - who wells up at the unexpected reunion with the doctor, but stiffens when Ladd Russo follows Fred into the room soon after. Upham and Roy accompany Nader and Ladd down to the cafeteria; Upham leaves to go do maintenance work while Ladd and Nader talk.
- "But I finally realized at that point that bastard was in another world altogether. You know, it's like Captain Hook from Peter Pan. No matter how much he swings that hook of his, he'll never hit you, right? It was the same with me. I was Captain Hook, and he was the kid reading the book and laughing at me. And what happens if you don't like Captain Hook? Normally you'd just close the book, but what if the reader's a real selfish brat? All he has to do is rip out all the pages with Captain Hook. That's right. I was ripped out of the story." (To the fake Daily Days reporter, 1931: Another Junk Railroad - Special Express Episode)
- Fermet's thoughts in the fourteenth and twenty-first light novels suggest that he has plans for Upham in 1935. The exact nature of those plans is currently unknown.
- As Upham's character had yet to be fully defined prior to the 2007 anime adaptation, the Lemur who runs away from Ladd in Episode 11 sports an entirely different design to the one Enami Katsumi gives him. This Lemur is also among those who are later captured by the passengers in the dining car, his fate thus diverging from Upham's entirely.
- ↑ Game credits.
- ↑ Interlude: TIPS - Immortals
- ↑ Prologue III: Terrorist Group
- ↑ Express: The Man Who Wouldn't Die
- ↑ Local: The Man Who Wouldn't Cry
- ↑ The specific details of Upham's encounters with Elmer and Fermet are depicted in the DS game.
- ↑ 1931: Another Junk Railroad - Special Express Episode
- ↑ 1935-B: Dr. Feelgreed/Chapter 10: The Fugitive's Nest Has No Blankets
- ↑ "Upham, was it? It's pretty interesting, what he had to say about immortals. Maybe I'll get some fun out of having him play with Czes."
- ↑ "Now, let's go give Upham a little push, shall we?"