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Most complex systems today contain a great deal of software and digital components and will contain even more in the future. At the same time, software is becoming the Achilles heel of complex system development: At least half of all large software-intensive system projects are cancelled or suffer major delays and problems. System engineers and managers are often unprepared to cope with this new technology. The goal of this class is to learn why building these systems is so difficult and to provide system engineers, managers, and software engineers with the tools and knowledge to avoid these problems. At the end of the class, you will be able to exercise professional judgment in selecting approaches for a particular project based on an understanding of how the present state of software engineering practice came about, what was tried in the past, what worked and what did not work, and why. Note that the class is a system engineering of software class, not a standard software engineering class and as such will not provide basic training in programming or in specific approaches or tools for developing software.