Maine Medical Center’s labor and delivery unit was experiencing a huge staffing shortage simultaneously with constantly increasing acuity levels, and something needed to be done before our seasoned staff dropped from sheer exhaustion and complete burnout. Hence, the birth of a Peer-Implemented and Leadership-Supported Nurse Internship Program. Since the rather shallow well of experienced labor and delivery nurses was fast drying up, MMC reversed their policy of “no new grads or inexperience”, and reached outside the box for a new approach to solving the hiring dilemma. Two nurses from Labor and Delivery worked with management, perinatal outreach, and the hospital’s staff development office to design this internship program, which was successfully implemented 2 years ago. Unit input was a given from the very beginning, and interview committees consisted of both staff and leadership.  Candidates were assessed for their character, integrity, attitude and passion for specializing in labor and delivery. Great care was taken to find the right nursing interns that were up to the rigorous task of this grueling, full time 18 week program, which blends the very heart of L&D nursing with the evidence based science of obstetrics. Since that time, we have held 4 sessions and graduated 17 highly functioning new nurses.  The program has been an outstanding success, and unforeseen benefits along the way have included more education for seasoned nurses, blending of generational and cultural factors among our staff, and overall improved job satisfaction for everyone. The AWHONN “Perinatal Orientation” resource and “High Touch Nursing Care” was a strong foundation for this course. The coordinators of this program interspersed guest speakers, tours, movies, childbirth education, labor support, massage techniques, midwifery practices, hypnobirthing, hands-on clinical demonstrations, cesarean trends, high risk/critical care, homework, quizzes, tests, projects and current journal articles. The “do it with heart and learn with science” approach was embraced every step of the way, and staff participation was encouraged and supported completely. Excellent, ongoing communication was strictly adhered to, and elements of the course were constantly evaluated and updated as feedback was acquired. Demonstrated outcomes have produced an Internship Program that is state of the art and has the entire unit raving. Inquiries about applying for admission continue to pour in from around the state. Timeliness of the Internship has been crucial, as Maine Medical Center is about to embark on the incredible task of moving to a brand new building, encompassing a major expansion in both space and personnel. This 2009 AWHONN conference presentation will illustrate how it is possible to journey from an overworked, understaffed unit to an appropriately balanced, teamwork based staff with strong skills, positive attitudes and solid retention in a relatively short amount of time.