Established in 1965 to provide medical care for the impoverished, the Medicaid program has pitted state governments against the federal government, and made adversaries of the providers. The authors examine the legislative history of the program and the rapid growth of expenditures that have led states to cut benefits, tighten eligibility requirements, and slash payments to providers. The call for comprehensive healthcare reform and universal access put Medicaid at the forefront of proposed changes. The osteopathic medical profession, which already provides a quarter of the care in the program, has an opportunity to lead in innovation to promote program efficiencies, and to affirm the profession's commitment to serve vulnerable populations.