Can guided inquiry adequately teach Newton's three laws of motions and states of matter in a fifth-grade classroom? Students start with pre-conceived ideas of the nature of motion, as evidenced in their pre-test. For example, most students misunderstood that dropping two balls at the same time results in the heavier ball touching the floor before the lighter ball, but they will see that both balls touch the floor at the same time. The independent study lessons consist of two units. The first unit is Newton's three laws of motion which are explored through eight activities. The average score for the Unit 1 pre-test and post-test was 37% and 56%, respectively. Student scores increased by as much as 150%, although there were four whose scores on the post-test were less than the pre-test. This decrease could be due to the fact that I neglected to read aloud the post-test when I had read aloud the pre-test. There were also technical problems with some of the lessons in Unit 1; which I addressed by completely changing Activity 2, putting in a picture of the procedure to clarify the instructions for activity 3, and lengthening the duration of the lessons. In unit 2 we explored matter which consists primarily of activities designed to explore questions chosen by students working in groups. The students will consider three states of matter and then write down questions that they would like to explore. The student groups will use one of the activities to test their question and demonstrate that activity to the class. Throughout the first unit students had difficulty following directions; as a result I changed methodology for the second unit. Instead of having the student groups move from one activity to another as in Unit 1, each group was assigned a different activity to prepare and present to the class. The average score for unit 2 pre-test and post-test was 66% and 85%, respectively. For this class, guided inquiry needed to be modified so that students explored through discovery with greater supervision.