We model a shear-thickening fluid that combines a tendency to form inhomogeneous, shear-banded flows with a slow relaxational dynamics for fluid microstructure. The interplay between these factors gives rich dynamics, with periodic regimes (oscillating bands, travelling bands, and more complex oscillations) and spatiotemporal rheochaos. These phenomena, arising from constitutive nonlinearity not inertia, can occur even when the steady-state flow curve is monotonic. Our model also shows rheochaos in a low-dimensional truncation where sharply defined shear bands cannot form.Complex fluids exhibit much interesting behavior under shear, due to strong couplings between mesoscopic structure and flow. Experiments show cases where, under steady external driving, an unstable flow arises, giving a time-dependent strain rate at constant imposed shear stress, or vice versa. Sustained temporal oscillations are seen in surfactant mesophases and solutions [1,2,3,4,5,6] and polymer solutions [7], while erratic temporal responses have been found both in these and in related materials, e.g., wormlike micelles [8,9,10], lamellar phases [4,5,11] and colloids [12,13]. There are strong indications [4,8,9] that these erratic signals result from a deterministic chaotic dynamics. Chaotic behavior of bulk flows at virtually zero Reynolds number (negligible inertia) must stem from nonlinearity within the rheological constitutive equation, and has been dubbed 'rheochaos ' [14, 15, 16].Such flow instabilities affect both shear-thinning [8] and shear-thickening micellar materials [9]. Shear-thickening is, in itself, a widely observed but poorly understood phenomenon which affects not only micelles but, e.g., dense colloids, where there is again evidence of bulk rheological instability [12,13]. Below we study a simple model for a shear-thickening fluid at steady controlled stress, which generalises to spatially inhomogeneous flows a model first proposed in Ref. [14]. The latter was shown to give simple oscillations but not chaos (unless an unconvincing 'double memory' term was used). We find that the interplay of a very simple structural memory with constitutive nonlinearity can, as hoped by the authors of [14], give complex dynamics and rheochaos -but only if spatial heterogeneity is allowed for. Our work is related to, but different from, that of Fielding and Olmsted [16] which addresses shear-thinning fluids [17]. Also related is Ref.[15] which concerns nematic liquid crystals (which can be chaotic even without spatial heterogeneity). We show below that there are robust generic features in the rheochaos produced in these various models, which generally involve a failed attempt to create a steady shearbanded flow. (In the shear thinning case the bands have a common stress but unequal strain rates; for us, the reverse is true.) One distinctive finding of our work is rheochaos in a model where the steady state flow curve is strictly monotonic. Here (in contrast with [16]) no steady banded solution, stable or otherwise, exists. Yet an innate t...