The United States healthcare system has been in a period of rapid evolution over the past decade, a trend that is anticipated to continue for the foreseeable future. Physicians are increasingly responsible for the quality of care they provide, and are being held accountable not just for the patient in front of them, but also for the outcomes of their patient panels, communities, and populations. In response to these changes, as well as the projected shortage of primary care physicians, the Warren Alpert Medical School of Brown University (AMS) developed the Primary Care-Population Medicine (PC-PM) program, which builds upon the traditional curriculum with major integrated curricular innovations. The first is a Master of Science Degree in Population Medicine that requires students to take nine additional courses over four years, complete a thesis project focused on an area of Population Medicine, and take part in significant leadership training. Another significant innovative element is the development of a Longitudinal Integrated Clerkship (LIC) during the 3rd year of medical school in which the students complete a longitudinal outpatient experience with the same preceptors and patients. During the LIC students will follow a panel of patients wherever care is provided, while focusing on population health and healthcare delivery issues, in addition to medical topics throughout their clinical and didactic experiences. Though several of the innovative elements are being piloted, the inaugural PC-PM class of up to 24 students will only begin in August 2015. While the outcomes from this program will not be known for many years, the potential impact of the program is significant for AMS, medical education, and the future of healthcare delivery.