Background: Most formal instruction in professionalism and communication occurs in the preclinical years of medical school, with an acknowledged need to fortify and apply these competencies during the clinical years. Role modeling provides a powerful way to teach professionalism, particularly when mentors identify specific learning goals and focus the learners' observations. Description: The authors discuss an innovative process, called Students' Clinical Observations of Preceptors (SCOOP), which reverses the traditional direction of structured observations. With written cues to focus their observations, students observe their preceptors, who intentionally model professionalism and communication during clinical encounters. Students and preceptors discuss the observed patient-physician interaction during postencounter sessions. Evaluation: Most medical students rated the SCOOP process highly and reported professional behaviors they gained. Conclusion: As educators seek methods for learners to attain greater competence in communication and interpersonal skills, the SCOOP provides an explicit framework to optimize modeling for the learning of professionalism.