One dilemma science teachers face every day is balancing the content demands of state and federal testing requirements while providing opportunities for inquiry. Using the 5E learning cycle is a realistic, constructivist way to address this dilemma. The 5E learning cycle leads students through a sequence of learning in which they become engaged in a topic, explore that topic, are given an explanation for their experiences, elaborate on their learning, and are evaluated. This article outlines a 5E learning cycle introducing middle/high school students to the cell. (Contains 1 diagram.)