Centre-half partners Upson (right) and Terry got England's goals
Captain John Terry scored a late winner to earn England a fully-deserved friendly win over Germany in Berlin.
Terry headed in Stewart Downing's free-kick after earlier being involved in a defensive mix-up with Scott Carson that handed Germany an equaliser.
The pair failed to deal with a hopeful ball forward and German substitute Patrick Helmes pounced to score.
Matthew Upson had put a dominant England ahead when he poked home a corner from the impressive Downing.
The win made it five in a row for Fabio Capello's side on a night where almost everything went right for the England coach.
With a host of first-team stars missing Capello took a risk in opting for a youthful side. And his brave move was rewarded with an impressive performance that was full of vigour and some much-improved displays from a number of his fringe players.
From the kick-off the pace of debutant Gabriel Agbonlahor and Jermain Defoe caused problems for a German defence short on mobility.
The surprise pairing seemed to strike up an understanding and they almost caught out the German offside trap within two minutes of the kick off.
England's 7,000 fans at the Olympic Stadium were in good voice as the away side had a virtual monopoly on possession in the early stages.
Downing enjoyed one of his better games for his country on the left wing and Shaun Wright-Phillips was full of running and invention down the right, while Michael Carrick and Gareth Barry dominated the midfield.
Wright-Phillips was just off the mark with a left-foot shot before Downing provided the cross that saw England take the lead.
His corner was horribly misjudged by German keeper Rene Adler and Upson reacted well to pounce on the loose ball.
England keeper David James provided a couple of worrying moments in first dealing with a testing backpass and then when he failed to collect a Piotr Trochowski cross.
He was more convincing in punching away a curling free-kick from Trochowski, while a Heiko Westermann header from a Bastian Schweinsteiger free-kick failed to test the Pompey stopper.
England could have had a second before the break when Downing unleashed a left-foot shot that Adler was at full stretch to keep out, and Wright-Phillips almost steered in the rebound.
England lost Defoe at half-time after he picked up a knock, with the in-form Darren Bent replacing him.
The Tottenham forward should have put England 2-0 ahead when he was sent through on goal by Barry, but after rounding substitute keeper Tim Wiese he lost his footing in his attempts to slide the ball into the empty net.
Video reaction - Terry, Upson and Carrick
Within minutes Germany were level through Helmes, but it was a goal that should never have been conceded.
Terry attempted to shepherd a hopeful ball back to Carson but with neither England player dealing with the situation, the German substitute Helmes stole in to knock it through Carson's legs before sidefooting home.
The goal could have destroyed England's new-found confidence but they continued to press for a second goal.
Agbonlahor was agonisingly wide after showing his marker another clean pair of heels and Downing continued to provide a regular supply line down the left flank.
Wright-Phillips struck the post with a stunning strike, but England were not to be denied when Terry showed great determination to head home Downing's floated free-kick from deep.
It was a perfect end to England's 2008 and they can look forward to 2009 with considerable optimism.
Germany: Adler (Wiese 46), Friedrich (Tasci 68), Mertesacker, Westermann, Compper (Schafer 77), Schweinsteiger, Rolfes, Jones (Marin 46), Trochowski, Gomez (Podolski 57), Klose (Helmes 46).
Subs Not Used: Hinkel, Hitzlsperger, Weis.
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