Objective Improvements in clinical pain care have not matched advances in scientific knowledge, and innovations in medical education are needed. Several streams of evidence indicate that pain education needs to address both the affective and cognitive dimensions of pain. Our aim was to design and deliver a new course in pain establishing foundation-level knowledge while comprehensively addressing the emotional development needs in this area. Setting 118 first year medical students at Johns Hopkins School of Medicine. Outcome measures Performance was measured by multiple choice tests of pain knowledge, attendance, reflective pain portfolios and satisfaction measures. Results Domains of competence in pain knowledge included central and peripheral pain signaling, pharmacological management of pain with standard analgesic medications, neuromodulating agents and opioids; cancer pain, musculoskeletal pain, nociceptive, inflammatory, neuropathic, geriatric, and pediatric pain. Socio-emotional development (portfolio) work focused on increasing awareness of pain affect in self and others and enhancing the commitment to excellence in pain care. Reflections included observations on a brief pain experience (cold pressor test), the multi-dimensionality of pain, the role of empathy and compassion in medical care, the positive characteristics of pain-care role models, the complex feelings engendered by pain and addiction including frustration and disappointment, and aspirations and commitments in clinical medicine. The students completing feedback expressed high levels of interest in pain medicine as a result of the course. Discussion We conclude that a four-day pain course incorporating sessions with pain- specialists, pain medicine knowledge, and design-built elements to strengthen emotional skills is an effective educational approach.