A model to predict the tension in open spans of web handling systems during transient operations has been developed. Governing equations were developed by using the White-Metzner equation to describe the material response in conjunction with mass and force balances. The governing equations were nondimensionalized and solved via the MacCormack predictor/corrector technique. Two dimensionless parameters emerged from the analysis, the Deborah number, De, and the ratio of the viscous stress to the steady state stress, N. The resulting model is the companion to a previously reported model for steady-state operations (Guan et al, 1995). The model was used to predict the behavior of a web handling system during start-up, transition between steady states, and a periodic disturbance. During start-up and transition, systems responded more rapidly at low De. The system response during a periodic disturbance was correlated to De, the frequency, and the magnitude of the disturbance.