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Like many rural regions around the world, Northern Ontario has a chronic shortage of doctors. Recognizing that medical graduates who have grown up in a rural area are more likely to practice in the rural setting, the Government of Ontario, Canada, decided in 2001 to establish a new medical school in the region with a social accountability mandate to contribute to improving the health of the people and communities of Northern Ontario. The Northern Ontario School of Medicine (NOSM) is a joint initiative of Laurentian University and Lakehead University, which are located 700 miles apart. This paper outlines the development and implementation of NOSM, Canada’s first new medical school in more than 30 years. NOSM is a rural distributed community-based medical school which actively seeks to recruit students into its MD program who come from Northern Ontario or from similar northern, rural, remote, Aboriginal, Francophone backgrounds. The holistic, cohesive curriculum for the MD program relies heavily on electronic communications to support distributed community engaged learning. In the classroom and in clinical settings, students explore cases from the perspective of physicians in Northern Ontario. Clinical education takes place in a wide range of community and health service settings, so that the students experience the diversity of communities and cultures in Northern Ontario. NOSM graduates will be skilled physicians ready and able to undertake postgraduate training anywhere, but with a special affinity for and comfort with pursuing postgraduate training and clinical practice in Northern Ontario.