UPTON won 21-19 at higher-ranked Droitwich in a pre-season friendly at the Glyn Mitchell Memorial Ground.
With ex-Droitwich captain Stuart Brooks entering his second season as Upton player-coach, this was the second summer in a row they travelled to Spa for a warm-up.
Due to holiday and work commitments, Upton were without experienced players Oli Jones, Dan Keyte and Matt Glading.
But perhaps the biggest hole to fill is the one left by Alex Pimlow, who may have to retire due to injury issues.
However, Upton have been bolstered by new signings and young colts coming up through the ranks.
The game started with both sides fielding strong line-ups but Upton were dealt an early blow when Charlie Abbey, playing his first game in almost a year due to injury, left the field after five minutes with concussion.
This left the Upton pack considerably lighter and this was an area Droitwich dominated with strong scrums and driving line-outs.
However, the younger Upton side were seemingly quicker around the park and showed their hard work over the summer was beginning to bear fruit.
Upton scored when, from a scrum 20 metres out, captain and number eight Max Macfarlane picked up from the retreating scrum and fed James Gammond.
The diminutive scrum-half took around five would-be tacklers with him to touch down under the posts and Chris O’Neil converted to make it 7-0.
Droitwich started to find their feet and from a five-metre scrum drove Upton back over their line to make it 7-7.
They soon made it 12-7 when they span the ball wide for the winger to score.
Both sides made changes at half-time but Upton coped better and regained the lead.
After a string of barraging runs, Upton fed the ball to the supporting Brooks.
He popped to blind-side O’Neil, who snuck over in the corner before sinking his conversion.
Macfarlane capped a fine individual display when he ran through three despairing tackles from 22 metres out to score under the posts which O’Neil again converted.
Droitwich later converted a penalty try but Upton snatched the victory.
On Saturday, Upton open their season proper with a North Midlands Shield game at home to Harborne (3pm).