There is growing recognition in the medical community that being a good doctor requires more than strong scientific knowledge and excellent clinical skills. Many key qualities are essential to providing comprehensive care, including the abilities to communicate effectively with patients and colleagues, act in a professional manner, cultivate an awareness of one’s own values and prejudices, and provide care with an understanding of the cultural and spiritual dimensions of patients’ lives. To ensure that Indiana University School of Medicine (IUSM) graduates demonstrate this range of abilities, IUSM has undertaken a substantial transformation of both its formal curriculum and learning environment (informal curriculum). The authors provide an overview of IUSM’s two-part initiative to develop and implement a competency-based formal curriculum that requires students to demonstrate proficiency in nine core competencies and to create simultaneously an informal curriculum that models and supports the moral, professional, and humane values expressed in the formal curriculum. The authors describe the institutional and curricular transformations that have enabled and furthered the new IUSM curricular goals: changes in education administration; education implementation, assessment, and curricular design; admissions procedures; performance tracking; and the development of an electronic infrastructure to facilitate the expanded curriculum. The authors address the cost of reform and the results of two progress reviews. Specific case examples illustrate the interweaving of the formal competency curriculum through the students’ four years of training, as well as techniques that are being used to positively influence the IUSM informal curriculum.