Given the Common Core's dual emphases on mathematical modeling, there is a need to understand modeling as a practice and content standard to develop students' mathematical modeling skills. This study of 12 students from differing levels of mathematics instruction and English Language proficiency includes analysis of their modeling with mathematics and a focus on their transitions through a mathematical modeling cycle. Findings suggest that students were engaging in critical processes that support mathematical modeling. We posit that conventional word problems can augment the benefits of using mathematical modeling tasks and can help educators explore a process-oriented approach to mathematical modeling. [For the complete proceedings, see ED583989.]