Increasing attention has been focused on developing professionalism in medical school graduates. Unfortunately, the culture of academic medical centers and the behaviors that faculty model are often incongruent with our image of professionalism. The need for improved role modeling, better assessment of student behavior, and focused faculty development is reviewed. We propose that the incentive structure be adjusted to reward professional behavior in both students and faculty. The third-year medicine clerkship provides an ideal opportunity for clinician-educators to play a leading role in evaluating, rewarding, and ultimately fostering professionalism in medical school graduates.