Forming technically proficient, professional, and humanistic physicians for the 21st century is no easy task. Mountains of biomedical knowledge must be acquired, diagnostic competence achieved, effective communication skills developed, and a solid and applicable understanding of the practice and role of physicians in society today must be reached. The central experience for learners in this complex and challenging terrain is the "modeling of" and "learning how to be" a caregiver and health professional. Role modeling remains one crucial area where standards are elusive and where repeated negative learning experiences may adversely impact the development of professionalism in medical students and residents. The literature is mainly descriptive, defining the attributes of good role models from both learners and practitioners' perspectives. Because physicians are not "playing a role" as an actor might, but "embodying" different types of roles, the cognitive and behavioral processes associated with successfully internalizing roles (e.g., the good doctor/medical educator) are important. In this article, the authors identify foundational questions regarding role models and professional character formation; describe major social and historical reasons for inattention to character formation in new physicians; draw insights about this important area from ethics and education theory (philosophical inquiry, apprenticeship, situated learning, observational learning, reflective practice); and suggest the practical consequences of this work for faculty recruitment, affirmation, and development.