The forces of rationality and commodification, hallmarks of the managed care revolution, may soon breach the walls of organized medical education. Whispers are beginning to circulate that the cost of educating future physicians is too high. Simultaneously, managed care companies are accusing medical education of turning out trainees unprepared to practice in a managed care environment. Changes evident in other occupational and service delivery sectors of U.S. society as diverse as pre-college education and prisons provide telling insights into what may be in store for medical educators. Returning to academic medicine, the author reflects that because corporate managed care is already established in teaching hospitals, and because managed research (e.g., corporate-sponsored and -run drug trials, for-profit drug-study centers, and contract research organizations) is increasing, managed medical education could become a reality as well. Medical education has made itself vulnerable to the intrusions of corporate rationalizers because it has failed to place values and professionalism at the core of its curricula - something only it is able to do - and instead has focused unduly on the transmission of esoteric knowledge and core clinical skills, a process that can be carried out more efficiently, more effectively, and less expensively by other players in the medical education marketplace such as Kaplan, Compass, or the Princeton Review. The author explains why reorganizing medical education around professional values is crucial, why the AAMC's Medical School Objectives Project offers guidance in this area, why making this change will be difficult, and why medical education must lead in establishing how to document the presence and absence of such qualities as altruism and dutifulness and the ways that appropriate medical education can foster these and similar core competencies. 'Anything less and organized medicine will have acknowledged... that it has abandoned its social contract and entered the temple of those who clamor, 'I can name that tune in four notes'.