This article documents a unique organizational, legal, and financial partnership between a state, a university, a Medicaid managed health care plan, and a county to provide integrated mental health, substance abuse, and primary and specialty health care services to Medicaid, low-income, and indigent consumers in Washtenaw county, Michigan. Major regulatory, financial, and clinical changes were required within and among the various partners in the Washtenaw County Integrated Health Care Project. A new entity--the Washtenaw Community Health Organization--was created to implement the project. By sharing resources as well as financial risks, the state, the county, and the university have been able to provide ongoing integrated care to a vulnerable population of patients. Although resource intensive in conceptualization and implementation, the project can be viewed as a model for other states that face growing needy populations and decreasing Medicaid budgets.