Upp was a British rock-jazz fusion band active in the 1970s. The group initially consisted of Stephen Amazing on bass guitar, Andy Clark on keyboards, and Jim Copley on drums, later joined by David Bunce on guitar for their second album. Upp's breakthrough came when Jeff Beck encouraged them to continue playing after hearing them rehearse. Signed to CBS in 1974, they supported Beck, Bogert & Appice at The Rainbow in January 1974. They released their self-titled debut album Upp (1975), produced by Beck. Their second album This Way Upp (1976) included Beck's guitar solos on tracks like "Dance Your Troubles Away" and "Don't Want Nothing to Change".