Mount Sinai School of Medicine is midway through a major curriculum revision. The immediate goal for the core third-year clerkships was to create a modular schedule with varied and integrated clinical experiences. Some clerkships were lengthened; others, blended. Clerkship directors were asked to find ways to ally with those also in their 12-week module. Content material, only presented at Mount Sinai, was to be delivered at all affiliate sites. Each clerkship had one year to prepare. Core pediatrics faced multiple challenges. Once an eight-week clerkship, pediatrics was condensed into a six-week block and paired with ob-gyn at the same affiliate sites. Material presented during weekly, lecture-based didactic sessions at Mount Sinai was to be delivered at all sites, some of which were considerable distances away. To enable students to have both content and clinical experiences at the same site, new teaching formats and techniques had to be utilized and faculty retrained to implement their new roles. Three approaches met both conditions: (1) interactive case-based learning of clerkship content objectives, (2) use of Web-based instruction to provide resources to all sites, and (3) the identification and training core educators to deliver this new content material. Generalist and specialist pediatricians prepared clinical cases. Each author was given a case-writing template, so that all cases included objectives, references, a case presentation, and guiding questions. Cases were written with extended answers to each of eight standard questions, including key teaching points, to create a teacher's manual. Three faculty members reviewed each case to assure that the content matched the objectives for the module and that cases were written at an appropriate level for third-year medical students. Weekly seminars are now interactive, small-group, and Web-based. Cases use multimedia resources and integrate multiple clinical disciplines. The structure of the seminars, modeled on adult learning theory, include review of the basic approach to patients, organization of data, and generation of a prioritized differential diagnosis. The seminars also review basic management principles for a variety of common pediatric conditions. Core educators were designated to facilitate the cases at each clinical site. They were given instructions for case facilitation, a detailed teacher's manual, and a multimedia CD-ROM. The teacher's manual contains the course syllabus as well as extended case discussions. The accompanying CD-ROM contains photographic images, growth charts, x-rays, microscopy, and sound files. Computers are available at each site and are linked to WEB-CT, the program supporting the Mount Sinai undergraduate online curriculum. We have not yet reached 360 degrees in revising our clerkship. Feedback from both students and clinician educators has been extremely positive. Future plans include further enhancement of the cases to incorporate clinical pathology, genetics, laboratory medicine, radiology, and evidence-based medicine. We will also develop and implement a faculty development program to equip our faculty with tools for effective, time-efficient, case facilitation. Starting anew with a few core organizing principles and a multidisciplinary approach has enhanced the learning for both faculty and students.