What was bothering her the most?
"With my right knee especially, I can't bend it more than this," she said, demonstrating for Dr. Sanjay Gupta.
And if she tries bringing it further back…
"Yes, it would hurt, excruciating and I can't straighten it all the way either," Upson said.
At 54, she was told she needed a new right knee. Her knee cap didn't line up for a long time, a doctor told her.
That didn't surprise her. But she was surprised when her doctor, Steven Haas, told her he would give her a new kind of knee that moves and feels more like a natural one. It's especially good for women, who require new knees more often than men because theirs are less muscular and more prone to injuries.
"The width of your bone is going to be a little wider up in front compared to the width of her bone," Haas said. "The female knee tends to be narrower."
The new knee is narrower around the kneecap compared to the standard knee replacement. Made of special ceramic, it's designed to be easier to bend and rotate.
It seems to make more sense to make it more anatomically correct, but does it make a difference?
What you want to have the knee do is be all the way shaped like her knee," Haas explained. "We need to shape the implants like the natural bones are shaped, and that means shaping the female knee to fit the female anatomy and shaping the male knees to have male anatomy."
Haas said he does about 400 knee surgeries each year.
The operation costs between $25,000 and $35,000 - slightly more than the traditional knee replacement. But this procedure is done with tinier instruments, meaning smaller incisions. And that speeds up recovery by six weeks.
"So how did it go today?" Gupta asked Haas after Upson's surgery.
"It went great. The implant felt great, it had a great fit," Haas said. "The ligaments felt really balanced and her knee moved really well."
A few days after surgery, Upson was walking with a cane. She should be back to her normal activities in about six weeks to three months.
"I would like to be able to take walks, walk my dogs, do some gardening, not fall down," she said.
If another patient of Hass's is any indication, she could do a lot more than that. Ten months after her operation, 51-year-old Diane Magnani was back to running and even sky diving.
"My new knee is great," Magnani said. "I can keep running and do anything Ii want."
Regular knee replacements are 95 percent successful. Haas says his knees can do a bit better - at 98 percent.
But only time will tell if the new knee is indeed a step up.