For beginning college students, effective paraphrasing is the most difficult of the research-writing skills they must learn and demonstrate. Many students understand summarizing, and the frequent appearance of unwieldy block quotations in their essays suggests their preference for using a source's exact words. But the art of paraphrasing escapes them. Some come to their college writing classes having been told nothing about paraphrasing. Others were advised in high school to substitute synonyms for key words and then rearrange the sentence parts. The handbooks we use in our classrooms are often not much more specific, many providing only the requisite mini-lecture on plagiarism, few--if any--examples of effective paraphrases, and not much more advice than to avoid plugging in those synonyms. This article presents a sequence of six in-class exercises designed to help students understand what paraphrasing is, how it differs from summarizing, and how they can incorporate effective, acceptable paraphrases into their own research-based papers.