This paper (in the form of a dialogue) tells the stories of two members of a remarkable family of nine children, the Flexners of Louisville, Kentucky. The paper focuses on Abraham and Simon, who were reformers in the field of medical education in the United States. The dialogue takes Abraham Flexner through his undergraduate education at Johns Hopkins University, his founding of a school that specialized in educating wealthy (but underachieving) boys, and his marriage to Anne Laziere Crawford. Abraham and his colleague, Henry S. Pritchett, traveled around the country assessing 155 medical schools in hopes of professionalizing medical education. The travels culminated in a report on "Medical Education in the United States and Canada" (1910). Abraham capped his career by creating the first significant "think tank," the Institute for Advanced Study in Princeton, New Jersey. The paper also profiles Simon Flexner, a pharmacist whose dream was to become a pathologist. Simon, too, gravitated to Johns Hopkins University where he became chief pathologist and wrote over 200 pathology and bacteriology reports between 1890-1909. He also helped organize the Peking Union Medical College in Peking, China, and was appointed Eastman Professor at Oxford University. (BT)