title: Multilevel Upscaling through Variational Coarsening abstract. In many applications, homogenization (or upscaling) techniques are necessary to develop computationally feasible models on scales coarser than the variation of the coefficients of the continuum model. The accuracy of such techniques depends dramatically on assumptions that underlie the particular upscaling methodology used. For example, decoupling of fine- and coarse-scale effects in the underlying medium may utilize artificial internal boundary conditions on sub-cell problems. Such assumptions, however, may be at odds with the true, fine-scale solution, yielding coarse-scale errors that may be unbounded. The development of robust efficient multilevel solvers, such as multigrid, has naturally led to the development of general multiscale concepts, such as operator-induced variational coarsening. Such approaches implicitly treat multiscale aspects of the fine-scale model as they generate a sequence of coarser representations and, thus, implicitly create multiscale basis functions and coarse-scale closures. I will discuss a multilevel upscaling (MLUPS) algorithm based on Dendy's Black Box Multigrid method and discuss its relationship to the multiscale finite element (MSFEM) algorithm. This research is in collaboration with J. David Moulton from Los Alamos National Laboratory.