Biological problems in the twenty-first century are complex and require mathematical insight, often resulting in mathematical models of biological systems. Building mathematical-biological models requires cooperation among biologists and mathematicians, and mastery of building models. A new course in mathematical modeling presented the opportunity to build both content and process learning of mathematical models, the modeling process, and the cooperative process. There was little guidance from the literature on how to build such a course. Here, I describe the iterative process of developing such a course, beginning with objectives and choosing content and process competencies to fulfill the objectives. I include some inductive heuristics for instructors seeking guidance in planning and developing their own courses, and I illustrate with a description of one instructional model cycle. Students completing this class reported gains in learning of modeling content, the modeling process, and cooperative skills. Student content and process mastery increased, as assessed on several objective-driven metrics in many types of assessments. (Contains 2 tables.)