Upson Thompson

Upson Thompson (アプソン, Apuson) was a General of the Britannian Air Force. A blonde-haired, middle-aged man who cared more about his reputation than anything else, he is identified by Wilbur Milville as a member of the old guard, preferring standard formulaic strategies. During battle, he was inflexible with changing his command style and indecisive in moments of crisis.

Oz the Reflection
General Upson is ordered by Second Prince Schneizel el Britannia to lead the Virginian Fleet in a confrontion with the terrorist organization Wings of Talleyrand on their approach to Pendragon. He is meant to buy time in order for an air defence network for the Imperial capital to be set up. Aboard the dreadnought-class aircraft carrier "Brigantes," he muses that it was a pity that the request to deploy a floating battleship could not be fulfilled in time, nevertheless, Upson believes he can still take all the glory with what forces he has, as this fight had the distinction of being the largest aerial battle between Britannians to date.

Despite the Virginian Fleet possessing an overwhelming advantage in firepower and aerial and naval assests, (at least one dreadnought, four Carrier-Battleships, and numerous squadrons from the Homeland) the Wings of Taleyrand make short work of the loyalist Britannian forces, threatening to break the last line of defence. Upson fears for his reputation and demands all reserve fighters be launched. To counteract this order, Milville launches a huge wave of HEIAP (high-explosive incediary armour-piercing) missiles at the fleet, the total number whiting out Brigantes' radar from the combined heat sources. Upson can not decide a course of action in time, jumping between intercepting them with the navys' guns, evasive action, or having the marine knights fire a barrage. Due to his inaction, battleships "Saddleworth" and "Wessenden" were sunk, aircraft carrier "Ingleborough" sustained damage to the point it was unable to continue fighting, and his own flagship "Brigantes" suffered heavy damage, the deck being described as a sea of flame. Upson exclaims that it wasn't his fault and if he had understood the enemy's movements, things would have been different. A cluster of missiles were also able to reach Norfolk Base, nearly killing Tink Lockhart, Leonhardt Steiner, and Marika Soresi.

Second Season
He was first seen in Operation Pacific Ocean Ambush (episode) where he was responsible for escorting Governor Nunnally from the Holy Britannian Empire California Base to Area 11. When Guilford arrived offering aid to Upson, he refused Guilford to assist him with the high-profile escort mission believing that his forces were more than adequate enough for the job. While in en route, he and his forces were ambushed by Zero and the Black Knights who were attempting to kidnap Nunnally. 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 appeared, the Knights of the Round appear as well. Since Upson could not bear any more disgrace and had do something in order to prevent demotion, he went into one of the turret rooms in the Logres-class Floating Battleship to prove his worth. After spotting Tohdoh, he fired at him, but hit his own ship's engine. Tohdoh called him a fool and fired at Upson, killing him.