Submarine canyons which indent the continental shelf are frequently regions of steep (up to 45¿), three-dimensional topography. Recent observations have delineated the flow over several submarine canyons during 2--4 day long upwelling episodes. Thus upwelling episodes over submarine canyons provide an excellent flow regime for evaluating numerical and physical models. Here we compare a physical and numerical model simulation of an upwelling event over a simplified submarine canyon. The numerical model being evaluated is a version of the S-Coordinate Rutgers University Model (SCRUM). Careful matching between the models is necessary for a stringent comparison. Results show a poor comparison for the homogeneous case due to nonhydrostatic effects in the laboratory model. Results for the stratified case are better but show a systematic difference between the numerical results and laboratory results. This difference is shown not to be due to nonhydrostatic effects. Rather, the difference is due to truncation errors in the calculation of the vertical advection of density in the numerical model. The calculation is inaccurate due to the terrain-following coordinates combined with a strong vertical gradient in density, vertical shear in the horizontal velocity and topography with strong curvature.