This paper describes qualitative and quantitative research conducted with middle school students participating in a Future Cities Engineering course. Insights were sought regarding both affective and cognitive changes which transpired during the one-semester schedule of activities focused on modeling the infrastructure of a city built 150 years in the future. Modeling activities consisted of both a computer simulation, "SimCity 3000 Unlimited," and the construction of a physical scale model depicting student visions. To determine the efficacy of "SimCity" in serving as a realistic modeling tool, the software was "ground-truthed" by comparing "Sim" dimensions to the dimensions of analogous objects (roads, water pipes) in the real world. An age-appropriate attitude survey was developed and administered with the goal of measuring student disposition towards the engineering profession. Additionally, a multiple-choice content test was developed and administered both pre and post instruction to obtain a quantifiable measure of student learning. Findings show that student participation in such a course can lay favorable foundations for appreciation of and participation in the engineering profession.