The increase in complexity of modern microelectronic systems has made it more difficult to find projects for VLSI design courses, which are both manageable and meaningful. Ideally, projects should be more than the implementation of a particular finite state machine. Projects should force students to think about technology and integration issues, while exposing them to cutting-edge architectures. For several years, we have used the Adaptive System-on-a-Chip (aSoC) as a foundation for a combined graduate-undergraduate VLSI design course. This novel SoC architecture provides a unifying theme to the course, while allowing the development of distinct and manageable sub-projects. Students are assigned to small groups, and are responsible for specific subsystems of the larger SoC. As a result, the success of the groups are linked, forcing all students to think about global issues and system integration. This framework also fosters development of student leadership and initiative. It provides a realistic experience using a review-based evaluation system.