This paper explores the issues around the construction of large-scale complex systems which are built as 'systems of systems' and suggests that there are fundamental reasons, derived from the inherent complexity in these systems, why our current software engineering methods and techniques cannot be scaled up to cope with the engineering challenges of constructing such systems. It then goes on to propose a research and education agenda for software engineering that identifies the major challenges and issues in the development of large-scale complex, software-intensive systems. Central to this is the notion that we cannot separate software from the socio-technical environment in which it is used.