This standards-based science lesson introduces young learners to scientific inquiry and critical thinking by using activities to demonstrate three phases of matter (solid, liquid, and gas). By learning about the states of matter through a 5E instructional approach, students are encouraged to observe changes in the states of matter and to discuss their understanding in both small and large group forums. Student participants will be involved in hands-on activities along with small and large group discourse while actively learning about the states of matter and enjoying a hot chocolate demonstration with sampling. Developmentally appropriate instructional approaches are emphasized throughout this lesson.