Can professionalism be taught and measured? In the medical school environment, particularly with clinical encounters occurring in the first year, a focus on professionalism should begin right away. Attitudes and behavior of the students are strongly influenced during these encounters between physician-mentors, and patients and their families at the bedside or in the clinic. Careful listening and the demonstration of communication skills during these encounters are paramount. Asking questions may be better than telling students what to do. The faculty must provide thoughtful and constructive critiques and must have a mechanism for follow-up. By paying attention to how students really function, we might better teach the precepts of professionalism without adversely affecting their own well being.