Upson was born in San Bernardino, California, on April 22, 1970. However her date of birth is often listed as 1972, incorrectly. She attended New York Studio School of Drawing, Painting and Sculpture and later attended California Institute of the Arts (CalArts). She received her BFA in 2004 and her MFA in 2007 from CalArts. She began The Larry Project as a student, and exhibited a portion of the work as her MFA thesis.
