The present disclosure generally relates to upgrading difficult to process heavy-oil. In particular, the disclosure relates to upgrading heavy oil and other high carbon content materials by using an integrated thermal-process (ITP) that utilizes anti-coking management and toluene insoluble organic residues (TIOR) management to directly incorporate lighter hydrocarbons into high molecular weight, low hydrogen content hydrocarbons such as thermally processed heavy oil products. This process can be integrated with other thermal processing schemes, such as cokers and visbreakers, to improve the conversion and yields from these integrated processes.