We describe a specific mentoring approach in an academic general internal medicine setting by audiotaping and transcribing all mentoring sessions in the year. In advance, the mentor recorded his model. During the year, the mentee kept a process journal.Qualitative analysis revealed development of an intimate relationship based on empathy, trust, and honesty. The mentor's model was explicitly intended to develop independence, initiative, improved thinking, skills, and selfreflection. The mentor's methods included extensive and varied use of questioning, active listening, standard setting, and frequent feedback. During the mentoring, the mentee evolved as a teacher, enhanced the creativity in his teaching, and matured as a person. Specific accomplishments included a national workshop on professional writing, an innovative approach to inpatient attending, a new teaching skills curriculum for a residency program, and this study.A mentoring model stressing safety, intimacy, honesty, setting of high standards, praxis, and detailed planning and feedback was associated with mentee excitement, personal and professional growth and development, concrete accomplishments, and a commitment to teaching. KEY WORDS: mentoring; qualitative analysis; career development; faculty development; medical education.