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The conventional wisdom is that managed care's brief life is over and we are now in a post-managed care era. In fact, managed care has a long history and continues to thrive. Writers also often assume that managed care is a fixed thing. They overlook that managed care has evolved and neglect to examine the role that it plays in the health system. Furthermore, private actors and the state have used managed care tools to promote diverse goals. These include the following: increasing access to medical care; restricting physician entrepreneurialism; challenging professional control over the medical economy; curbing medical spending; managing medical practice and markets; furthering the growth of medical markets and private insurance; promoting for-profit medical facilities and insurers; earning bounties for reducing medical expenditures: and reducing governmental responsibility for, and oversight of, medical care. Struggles over these competing goals spurred the metamorphosis of managed care. This article explores how managed care transformed physicians' conflicts of interests and responses to them. It also examines how managed care altered the opportunities for patients/medical consumers to use exit and voice to spur change.