In the mid-1990s TennCare replaced Medicaid in Tennessee and extended health coverage to uninsured and uninsurable adults and children. Throughout its short history many management and financial problems have plagued it. In spite of this, Tennessee currently provides health coverage to more persons compared to most states. It is clear that managed care for the poor was not designed to provide disease management; it was designed to provide cost management. Many tangible and intangible factors affect an individual's ability to access health care or to engage in behavioral practices that promote health and prevent disease. Being of low-income and minority status have been historically associated with barriers, including obtaining or accessing health care, making lifestyle changes to prevent poor health, or complying with medical treatment. This article provides the public health perspective of a hypothetical model that extends the managed care model to one of health management for the poor and underserved.