This paper describes a United States Air Force Advanced Technology Demonstration (ATD) that applied value-based scheduling to produce an adaptive, distributed tracking component appropriate for consideration by the Airborne Warning and Control System (AWACS) program. This tracker was designed to evaluate application-specific Quality of Service (QoS) metrics to quantify its tracking services in a dynamic environment and to derive scheduling parameters directly from these QoS metrics to control tracker behavior. The prototype tracker was implemented on the MK7 operating system, which provided native value-based r scheduling and a distributed thread programming abstraction. The prototype updates all of the tracked-object records when the system is not overloaded, and gracefully degrades when it is. The prototype has performed extremely well during demonstrations to AWACS operators and tracking system designers. Quantitative results are presented.