@cbae: Oh man, that's not what I wanted to hear.
I kinda understand that it's the 2-way binding part that would be tricky, but I figured there would be something like IDiscoverable/IBindable interfaces I could implement in my PetaPocoDbContext class that would play nice with Upshot.js as long as I handled the CRUD operations in my own data access code. From what I've seen it just looks like you need to throw some json into the view and upshot.js does everything on the client (I have admittedly not looked into the WebApi source).
I guess there's a lot more going on
Anyway, thanks for the response. This would indeed be a great OSS codeplex project because there are a ton of Luddites out there like me who don't want or need the heft of EF (no matter how "good" it is) for some projects.