How do you teach software project management to 4th year engineering students, when there is nothing to manage, and the largest project they’ve ever experienced was with two buddies last term? In this paper, we present our experience over seven years teaching this topic alternatively to industrial practitioners, and to undergraduate and graduate students in an academic environment, both in Canada and in the Netherlands. The approach is based on a conceptual model of software development that takes into account the common aspects across a vast spectrum of software projects (“the frog”): intent, product, work, people, time, uncertainty, quality cost and value, and the variability across this spectrum (“the octopus”): size, criticality, business model, governance, team distribution, culture, etc.. This conceptual model is used throughout to (1) structure the course, (2) introduce issues, techniques, practices, and analyze them from a critical perspective: what would the frog say? what would the octopus say? (3) map other models, frameworks, or standards in this field: PMBOK, ISO 12207, RUP, Agile and lean approaches, ACM/IEEE SE 2004 curriculum. Rather than delivering to the students a canned set of recipes, the objective is to allow them to reason about the strategies, techniques, practices and tools that are most applicable to a given set of circumstances. The approach is complemented by small simulation games used to illustrate a few aspects and to trigger discussion (what happened, how realistic is this, how would you do differently?), or short videos of practices used to initiate a debate in class on a given practice.