Favelas in São Paulo, Brazil have been undergoing major transformations since the 1980s with the rise of upgrading programs. These programs are widely seen as ways of alleviating urban vulnerability. However, the fact that they change the political structure of favelas, causing power imbalances, goes often untold. This article discusses the outcomes of upgrading efforts in Favela do Sapé, placing a special emphasis on the social actors involved in the upgrading. Characters such as favela dwellers, governments, and parallel powers are assessed through a power planning lens. The present analysis also focuses on the social actors’ relational possibilities that are aimed at changing the power scenarios of favelas.