Regional land-use models must address several foundational elements, including understanding geographic setting, establishing regional land-use histories, modeling process and representing drivers of change, representing local land-use patterns, managing issues of scale and complexity, and development of scenarios. Key difficulties include managing an array of biophysical and socioeconomic processes across multiple spatial and temporal scales, and acquiring and utilizing empirical data to support the analysis of those processes. The Southeastern and Pacific Northwest regions of the United States, two heavily forested regions with significant forest industries, are examined in the context of these foundational elements. Geographic setting fundamentally affects both the primary land cover (forest) in the two regions, and the structure and form of land use (forestry). Land-use histories of the regions can be used to parameterize land-use models, validate model performance, and explore land-use scenarios. Drivers of change in the two regions are many and varied, with issues of scale and complexity posing significant challenges. Careful scenario development can be used to simplify process-based land-use models, and can improve our ability to address specific research questions. The successful modeling of land-use change in these two areas requires integration of both top-down and bottom-up drivers of change, using scenario frameworks to both guide and simplify the modeling process. Modular approaches, with utilization and integration of existing process models, allow regional land-use modelers the opportunity to better represent primary drivers of land-use change. However, availability of data to represent driving forces remains a primary obstacle.