Biochemistry courses at Seattle University have been taught exclusively using process oriented guided inquiry learning (POGIL) without any traditional lecture component since 1997. In these courses, students participate in a structured learning environment, which includes a preparatory assignment, an in-class activity, and a follow-up skill exercise. Instructor-designed learning activities provide the content of the course while the cooperative learning structure provides the content-free procedures that promote development of critical process skills needed for learning. This format enables students to initially explore a topic independently, work together in groups to construct and refine knowledge, and eventually develop deep understanding of the essential concepts. These stages of exploration and concept development form the foundation for application to high level biochemical problems. At the end of this course, most students report feeling confident in their knowledge of biochemistry and report substantial gains in independence, critical thinking, and respect for others. (Contains 3 tables and 1 figure.)