As a middle school Marine Science educator I waould like to show how I have used the Phytopia CD as part of my Ocean and Atmospheric Science Curriculum. I will demonstrate the CD as well as give examples of how it can be used in the classroom. Phytopia is a CD developed by Bigelow Labs, JPL/NASA and the University of New England. This product provides a window to the fascinating world of the oceans' microscopic life, which, until now, only scientists saw. Phytopia consists of 3 major modules: Phytofiles, Phytofactors and Special Topics. Other notable features are an imagebased glossary, a detailed tutorial on how to use the CD-Rom and summaries of relevant topics (e.g. microscopy)