BACKGROUND A new clinical experience was developed in which 1st-year medical students (MS1s) shadowed 3rd-year medical students (MS3s) as they performed their usual clerkship duties for 6 half-days, 1 in each clerkship. Researchers wanted to determine whether this was a worthwhile experience for MS1s and what they learned. METHODS MS1s documented their experiences shadowing MS3s in confidential responses to open-ended questions on a course Web site. Researchers conducted a qualitative analysis of student comments. RESULTS The analysis showed the students to be perceptive, thoughtful observers and yielded 5 broad categories of learning. Students learned about the practice of medicine, the process of becoming a doctor, providers of health care, the nature of real patients, and the procedures of medicine. Students rated the experience as "excellent." CONCLUSIONS Shadowing an MS3 in clinical settings is a beneficial and valued learning experience for beginning medical students.