This is a personal perspective of how some significant upper atmosphere model developments were carried out from the mid-1960s to the early 1990s, including modeling of the ionospheric wind dynamo, equatorial electrojet, two-and three-dimensional thermospheric dynamics, the disturbance dynamo, interactive thermosphere/ionosphere dynamics and electrodynamics, and mapping of high-latitude electric fields and currents through data assimilation. Well-tested models enable exploration and prediction of a large number of phenomena.