Massachusetts recently enacted a major health reform that could move the state to close to universal health insurance coverage. We describe some of the politics behind the legislation and the law's key details. We discuss four major issues that the plan would face: (1) a definition of affordability-how much should be borne by individuals (2) issues the state will face in implementing the Insurance Connector; (3) whether employers will respond by dropping coverage; and (4) whether the financing would be adequate, both immediately and over time. Massachusetts will face challenges, but offers a model that could be followed elsewhere.