It rises in the Van Duzer State Forest in northwestern Polk County, in the mountains west of Salem.

The Little Nestucca River crosses under the U.S. Route 101 just three miles south of Pacific City and is paralleled for much of its length by County Road 130.

Only the headwaters are in public ownership—being managed by the Forest Service—with most of the primary fishing areas located on private lands.

The falls apparently were named for James B. Upton, a nearby homesteader who owned and operated a farm in the area.

The falls consist of a cascading chute which rumbles into a deep trough-like gorge, bypassed by a fish ladder.

Ample parking is available along the road, and fishing access paths lead to the rocks adjacent to the river for views upstream and down.