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The Ship upper stage has a list of upgrades as well, including plumbing and wiring layout changes in its own aft section, a larger propellant tank and an improved reaction control system. SpaceX also made significant improvements to how Ship handles cryogenic fuels, adding four docking ports along Starship's body and a dedicated system for managing cryogenic propellant in zero-g.

Storing the spacecraft's cryogenic propellants and transferring them between vehicles is a capability SpaceX has yet to attempt, but it's a critical technology for Starship's design.

V3 stands about 5 feet (1.5 meters) taller than previous Starship builds and packs a much heavier punch. Both stages —Super Heavy and Ship — have been equipped with SpaceX's new Raptor 3 engine — sleeker, more powerful and more reliable upgrades over the previous Raptor 2. For the Super Heavy booster, that means 33 engines firing with a combined thrust of over 18 million pounds at liftoff.

The V3 Super Heavy has three grid fins — lattice-like structures that help it steer back to Earth for pinpoint touchdowns — rather than the previous four, according to a May 12 SpaceX update. Each one is about 50% larger than before and situated lower on the booster's trunk to avoid heat from "hot-fire" staging procedures when separating from its Ship counterpart in flight

Here is an explicit, broken-down list of the key changes, first starting with the changes to Super Heavy V3:

Grid Fin Redesign: Reduced from four fins to three. Each fin is now 50% larger and stronger, repositioned for better catching and lifting performance. Fins are lowered on the booster to reduce heat exposure during hot staging, with hardware moved inside the fuel tank for protection.
Integrated Hot Staging: Eliminates the old disposable interstage shield. The booster dome is now directly exposed to upper-stage engine ignition, protected by tank pressure and steel shielding. Interstage actuators retract after separation.
New Fuel Transfer System: Massive redesign of the fuel transfer tube—roughly the size of a Falcon 9 first stage—enables simultaneous startup of all 33 Raptors for faster, more reliable flip maneuvers.
Engine Bay / Thermal Protection: Engine shrouds removed entirely; new shielding added between engines. Propulsion and avionics are more tightly integrated. CO₂ fire suppression system deleted for a simpler, lighter aft section.
Propellant Loading Improvements: Switched from one quick disconnect to two separate systems for added redundancy and reduced pad complexity.
Next, we have the changes to Starship V3:

Completely Redesigned Propulsion System: Clean-sheet redesign supports new Raptor startup, larger propellant volume, and an improved reaction control system while reducing trapped or leaked propellant risk.
Aft Section Simplification: Fluid and electrical systems rerouted; engine shrouds and large aft cavity deleted.
Flap Actuation Upgrade: Changed from two actuators per flap to one actuator with three motors for better redundancy, mass efficiency, and lower cost.
Faster Starlink Deployment: Upgraded PEZ dispenser enables quicker satellite release.
Long-Duration Spaceflight Capability: New systems for long orbital coasts, orbital refueling, cryogenic fluid management, vacuum-insulated header tanks, and high-voltage cryogenic recirculation.
Ship-to-Ship Docking + Refueling: Four docking drogues and dedicated propellant transfer connections added to support in-space refueling architecture.
Avionics Upgrades: 60 custom avionics units with integrated batteries, inverters, and high-voltage systems (9 MW peak power). New multi-sensor navigation for precision autonomous flight. RF sensors measure propellant in microgravity. ~50 onboard camera views and 480 Mbps Starlink connectivity for low-latency communications.
Next are the changes to the Raptor 3 Engine:

Higher Thrust: Sea-level Raptors increased from 230 tf (507k lbf) to 250 tf (551k lbf); vacuum Raptors from 258 tf (568k lbf) to 275 tf (606k lbf).
Lower Mass: Sea-level engine mass reduced from 1630 kg to 1525 kg.
Simpler Design: Sensors and controllers integrated into the engine body; shrouds eliminated; new ignition system for all variants. Results in ~1 ton of vehicle-level weight savings per engine.
Finally, the upgrades to Launch Pad 2 are as follows:

Faster propellant loading via larger farm and more pumps.
Chopstick improvements: shorter arms, electromechanical actuators (replacing hydraulic) for reliability.
Stronger quick-disconnect arm that swings farther away.
Redesigned launch mount for better load handling and protection.
New bidirectional flame diverter eliminates post-launch ablation and refurbishment.
Hardened propellant systems with separated methane/oxygen lines and protected valves/filters.