Domestic medical graduate numbers will almost double between 2005 and 2012, necessitating substantial increases in supervision at prevocational and vocational levels. New approaches to resourcing and governance of training are needed to expand the capacity of the health system to deliver quality training; new settings will also be required to expand training capacity, while ensuring that trainees are exposed to a broad range of clinical experiences. With increasing demand for training placements, entry to specialty training is likely to become highly competitive; new vocational training positions must be created to ensure that bottlenecks in training do not occur and that training is not unnecessarily prolonged. Substantial increases in government funding will be required to employ the new prevocational workforce. The recent Modernising Medical Careers Inquiry in the United Kingdom offers important lessons for the workforce changes facing Australia, such as a "ring-fenced" budget that quarantines funding for medical education and training. Planning for the increasing cohorts must cover the training spectrum - from medical student to specialist. Students and trainees must be prospectively informed about how workforce changes will affect their career advancement.