Upperville is a small unincorporated village in Fauquier County, Virginia, United States, along U.S. Route 50 fifty miles from downtown Washington, D.C. and near the Loudoun County line. Founded in the 1790s along Pantherskin Creek, it was originally named Carrstown by first settler Josephus Carr. Through an 1819 act passed by the Virginia General Assembly, the name was changed to Upperville.