This resource paper outlines how the Brightwood demonstration project was designed and summarizes major challenges the program faced in serving members with complex medical and behavioral health needs. The demonstration clearly indicated that a comprehensive, preventive care approach, one that places an equal emphasis on physical health, behavioral health, and care coordination for people with chronic health conditions, holds promise for the future. Although all of the people enrolled in the demonstration had serious health issues, only one experienced significant inpatient hospital utilization, down from 14 in the fee-for-service period, suggesting that a preventive care approach with a strong infusion of resources to ensure that preventive care takes place, can, in fact, keep people from becoming sicker earlier.