Background: Professionalism is now an explicit part of the medical school curricula. Aim: To examine the components that are part of developing professionalism during the Rural Physician Associate Program (RPAP) experience, a 9-month rotation in a rural community during the third year of medical school. Methods: Two researchers analysed 3 years of essays for themes. IRB approval was obtained. Results: Themes were organized using Van de Camp's model of professionalism. Students described how patients taught them about illnesses, the affects on their lives and the lives of their families. Preceptors role-modelled how to relate to patients with compassion and respect (Professionalism Towards the Patient). As a member of the health care team, clinic and hospital staff taught students how to be a good team member (Towards Other Health Care Professionals). Shadowing preceptors in their roles as physicians and community members, students learned about their responsibilities to the community (Towards the Public). Multiple opportunities for self-evaluation and reflection taught students to know themselves and find balance between work responsibilities and their personal lives (Towards Oneself). Conclusion: The RPAP appears to create a supportive learning environment that incorporates psychological safety, appreciation of differences, openness to new ideas and time for reflection an ideal environment for developing professionalism.