A willing victim of its own success, the F-16 approaches midlife with customer demand for new and modified capabilities exceeding its already repeatedly expanded avionics computer capacity. Affordability and agility, the imperatives of the post-cold war military, drove the US Air Force and F-16 contractor Lockheed Martin Tactical Aircraft Systems to embrace a bold, far-sighted solution: development of a modular mission computer designed to increase computing capacity by an order of magnitude and reduce the cost and schedule of future software changes. The participants thus faced a dual challenge: developing state-of-the-art avionics hardware and software, as well as developing team culture and modes of operation. This article presents a case study of the resulting management systems and underlying mental models, written from my partisan viewpoint as their chief advocate and designer.