Population health and the social determinants of health are increasingly central targets for improving health in the United States and globally. This course sought to teach key concepts in population health through community engagement and the introduction of design thinking as a new tool for medical students. The learning objectives for students were the ability to i) identify social determinants of health and analyze their health impact; ii) develop primary, secondary, and tertiary prevention strategies outside of the clinic; iii) be familiar with local community assets and engage community partners. Population health is defined as the health outcomes of a group of individuals, including the distribution of such outcomes within the group. The course was taught over three quarters - six fall classes, one winter class, and one spring class. The primary audience was first-year students (a predominately millennial generation), but we had an additional secondary audience of community partners (a mixture of baby boomer and gen X learners). We designed the course to focus on a few key concepts and core frameworks, with an emphasis on application. We then moved repeatedly from the bottom of Bloom’s taxonomy to the top (remembering to creating) within each topic: recognition, analysis, intervention. Design thinking was incorporated into the final class of the fall quarter and the winter and spring classes. Students were tasked with using a design thinking approach to engage community partners, conduct field work, and develop solutions to population health challenges faced by community partners. Performance metrics included student participation in classroom activities, mini-group presentations, quarterly clinic reflections tied to population health, community engagement activity reflections, and a multiple choice exam. Engagement in classroom activities was successful, with high class attendance (> 90%) and individual student participation in discussion. Students integrated lessons from classroom didactics into quarterly clinic reflections and community engagement activity reflections, demonstrating an ability to identify social determinants of health and their impact on patients and communities. All students passed the final multiple choice exam. Community partners expressed high satisfaction (5/5) with the community engagement activities, citing them as highly relevant to population health for future physicians. However, students did not share this sentiment, with an average rating of 2.42/5 for course satisfaction. Students desired more frequent knowledge checks, more explicit organization, a higher level of structure, and a greater connection to their role as physicians. While this curriculum successfully incorporated major principles of teaching millennial learners (experiential, participatory, image driven), it failed to successfully connect the material to their role as a physician. The use of design thinking resonated very well with some students, but with others it created discomfort and a sense of disorganization. Current curriculum redesign will add weekly quizzes, weekly email reminders, and an in-class exam.