A bitumen and heavy oil upgrading process and system is disclosed for the synthesis of hydrocarbons, an example of which is synthetic crude oil (SCO). The process advantageously avoids the waste attributed to residuum and/or petcoke formation which has a dramatic effect on the yield of hydrocarbon material generated. The process integrates Fischer-Tropsch technology with gasification and hydrogen rich gas stream generation. The hydrogen rich gas generation is conveniently effected using singly or in combination a hydrogen source, a hydrogen rich vapor from hydroprocessing and the Fischer-Tropsch process, a steam methane reformer (SMR) and autothermal reformer (ATR) or a combination of SMR/ATR. The feedstock for upgrading is distilled and the bottoms fraction is gasified and converted in a Fischer-Tropsch reactor. A resultant hydrogen lean syngas is then exposed to the hydrogen rich gas stream to optimize the formation of, for example, the synthetic crude oil.