Aubrey Carter
"3 Keys IELTS Certified Coach"
Lindsay McMahon
"The English Adventurer"

How is “upon” used in English grammar?

Should you say “rely upon” or “rely on?”

Listen in today and learn how to use ‘upon’ in different speaking scenarios.

Elevated vocabulary

Aubrey asks Lindsay who she relies upon in her life.

Lindsay says she has a lot of people she can rely upon.

She has her parents, her spouse and even her brother.

She feels lucky to have so many people to depend on in life.

Lindsay mentions she loves the question and it sounds a little formal.

In conversations like this, between two friends, using ‘upon’ can sound out of place.

It’s better used in a professional or formal setting.

Today’s question

Today’s episode topic is inspired by a listener question:

First of all, congrats for the show! I downloaded AllEarsEnglish about a month ago and I love it. I listen to it every single day when I’m driving to work.

I’d like you guys to explain a little bit about the word Upon and how to use it exactly. I’ve always had a hard time understanding it.

‘Upon’ vs ‘on’

The word ‘upon’ is often interchangeable with the preposition ‘on.’

There are many ways you can use it to elevate your conversations.

It creates a more formal tone.

#1: A more formal term for ‘on’

As mentioned above, you can replace the word ‘upon’ with ‘on’ to increase formality.

This is common in writing, especially academic or literary works.


  • The research was based upon two surveys.
  • He set the flowers upon the table.

#2: Up and on

Using ‘upon’ in this way means you are going upward so as to get or be on something.

It sounds poetic or literary.


  • He climbed upon the horse.
  • The circus performer rode upon the elephant’s back.

#3: Something will be experienced soon

This is commonly used in daily conversations to say something will be happening soon.

In this case, you can’t replace ‘upon’ with ‘on.’


  • Another few weeks and spring will be upon us.
  • Exams will be upon you before you know it. Better start studying!

#4: Happening soon after or because of something else

Upon indicates another event that will happen right after what is being mentioned.


  • Upon hearing the alarm, we all evacuated the building.
  • Upon arrival at the airport, they went straight to baggage claim.

#5: Once upon a time

You’re likely familiar with this phrase.

It often begins in fables, fairy tales, or English stories.

You’ll notice they start with “Once upon a time…”

This phrase has been used to introduce English narratives since at least 1380 according to the Oxford English Dictionary.


Now that you’ve learned the several ways you can use ‘upon’ rather than the preposition ‘on’, here is a quick roleplay from Lindsay and Aubrey.

They’ve implemented the ways they shared in this episode for you to elevate your conversation using the word ‘upon.’

In this scenario, Aubrey and Lindsay are visiting after a funeral.

Lindsay: I’ll miss your cousin. She was such a good friend.
Aubrey: Once upon a time we were very close but, unfortunately, we hadn’t seen each other in years. She was definitely someone you could rely upon.
Lindsay: You did a really good job on the life sketch. Was it difficult to prepare?
Aubrey: It was an emotional experience, but she had kept journals so I was able to base it upon her writing which was nice.
Lindsay: I’m glad I could be here. Immediately upon arrival, I ran into someone from high school. It’s nice to see old friends who also knew her.


Prepositions in English can be tricky, especially when they’re similar, like ‘upon’ and ‘on.’

Learning the best time to use the right preposition so that you don’t sound awkward and break the connection is key.

In general, the word ‘upon’ can be interchangeable with ‘on’ when you want to be formal and/or show respect in a conversation.

It can take practice to smoothly know when to use the right preposition.

Always prioritize making a good connection and keep the conversation going.

How do you use “upon” in English?

Share an example in the comments below.

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