As managed care becomes more and more dominant in U.S. health care, it is coming into conflict with medical education. There are historical reasons for this: medical education traditionally excluded physicians who chose to work in health plans, and for-profit managed care has tended to avoid subsidizing medical education. In order to improve the climate, three changes are necessary: medical education must understand the tense history of discord between the two; distinctions must be made between responsible and irresponsible managed care plans; and medical educators should not assume they own the moral high ground. Arrogance, a gross oversupply of physicians and especially specialists, scandals and fraud, an often callous attitude toward the poor, and other sins can be laid at medical education's door. The worse threat for both sides is that the public and payers could simply abandon both, lead to underfunding for health professions education, a society that does not trust its health care system, and the loss of superb teaching organizations. To prevent this, managed care and medical education should work together to solve several difficult problems: how to shrink the medical education infrastructure; how to address the oversupply of practicing physicians; how to report honestly the uses to which medical education funds are put; and how to identify and end irresponsible behavior on the part of health plans and medical education entities alike. If the two sides can exercise leadership in these areas, they will be able to protect and enhance the singular place of honor that medical education holds in this society.