In response to the Association of American Medical Colleges' call for increases in medical school enrollment, several new MD-granting schools have opened in recent years. This article chronicles the development of one of these new schools, The Commonwealth Medical College (TCMC), a private, not-for-profit, independent medical college with a distributive model of education and regional campuses in Scranton, Wilkes-Barre, and Williamsport, Pennsylvania. TCMC is unique among new medical schools because it is not affiliated with a parent university. The authors outline the process of identifying a need for a new regional medical school in northeastern Pennsylvania, the financial planning process, the recruitment of faculty and staff, the educational and research missions of TCMC, and details of the infrastructure of the new school. TCMC's purpose is to increase the number of physicians in northeastern Pennsylvania, and in the next 20 years it is expected to add 425 practicing physicians to this part of the state. TCMC is characterized by autonomy, private and public support, assured resources in good supply, a relatively secure clinical base, strong cultural ties to the northeast, recruiting practices that reflect the dean's convictions, and strong support from its board of directors. TCMC has invested heavily in social and community medicine in its educational programs while still developing a strong research emphasis. Major challenges have centered on TCMC's lack of a parent university in areas of accreditation, infrastructure development, faculty recruitment, and graduate medical education programs. These challenges, as well as solutions and benefits, are discussed.