Upton became a settlement probably in the late 10^th century when people settled near the rivers in Upton. There are numerous Roman remains that lie buried around the village. A Roman mill was found during the construction of the M5 and other remains were found when Abbeydale and Abbeymead were built. Portway was a Roman road that lead to Glevum (Gloucester). The Domesday Book records that there were "four free men" in Upton in 1085.

The church of St Leonard dedicated to the Patron Saint of Prisoners probably added to the village name during the imprisonment of Richard I in Austria during the crusades. The church much modified over the years, was established in 1190.

In Tudor times Upton saw a visit from Henry VIII and Anne Boleyn who stayed at St Peters Grange Prinknash. During the Civil War Royalist troops were billeted in Upton during the siege of Gloucester. Charles I stayed at Selwyn House during the siege, Selwyn House at Matson was also in Upton at the time.

Upton was one of the largest Parishes in England stretching from Cranham, Sneedhams Green, Matson, Barton Street Railway Bridge, Saintbridge and parts of Coney Hill. It was also one of the last Parishes to be enclosed in the late 1890's. Under the enclosure act land was fenced and formed into large estates. There are several listed buildings in Upton including the Old School built in 1845 of local stone and paid for by Lady Downe. The Birchall family who lived at Bowden Hall until 1925 built the Birchall Memorial Institute in 1898 and the Village Hall in 1920 in memory of three brothers who died during World War One. Both facilities continue to provide a valuable community asset. The recent construction of Coopers Edge parts of which are in Upton on land once occupied by the Gloucester Aircraft Company, means Upton continues to develop into the Twenty First Century.