The Warfighter's Simulation (WARSIM) 2000 procurement was planned and managed using a competitive downselect strategy. An initial contract was awarded to three competitors. Each were funded to accomplish domain engineering, systems requirements analysis, system design, and a simulation of their proposed architecture. The government was interested in assessing both the competitors' technical approach and their ability to demonstrate their proposed development processes. Other government procurements have used competitive downselect approaches to "fly off" proposed solutions to weapons system requirements and vehicles, but this is the first time that the procurement of a training device or system has followed this approach. The fundamental difference between STRICOM's approach and these other more traditional down selections was the emphasis on assessing contractor discipline in adhering to their key processes. In this paper we describe the six month downselect process that was followed and the experiences and perspective of both the procurement activity and the contractor. We include lesson's learned and recommendations for following this approach in the future.