Numerous challenges are faced in investigations aimed at developing a better understanding of the pathophysiology of obstructive sleep apnea (OSA). The anatomy of the tongue and other upper-airway tissues, and the ability to model their behavior, are central to such investigations. We present details of the construction and development of a soft-tissue model of the human upper airway, with the ultimate goal of simulating obstructive sleep apnea. The steps taken to produce a representative anatomical geometry, of which the associated muscle histology is also captured, are documented. An overview of the mathematical models used to describe tissue behavior, both at a macro- and microscopic level, is given. A neurological model, which mimics the proprioceptive capabilities of the body, is described as it is applies to control of the active dynamics of the tongue. A simplified scenario, which allows for the manipulation of several environmental influences, is presented. It is demonstrated that the response of the genioglossus is qualitatively similar to that determined through experimental techniques. Furthermore, insights into the stress distribution developed within the tongue are discussed. It is shown that changes in almost any aspect of the breathing or physiological conditions invoke a significant change in the response of the airway dilators. The results of this study provide further evidence of the importance of modeling and simulation techniques as an aid in understanding the complex behavior of the human body. Clin. Anat. 27:182–200, 2014. © 2013 Wiley Periodicals, Inc.