Students are often required just to memorize information about the cell, instead of conceptualizing the relationships that exist between structure and function. However, Marzano, Pickering, and Pollock (2002) have proposed that student-created analogies are one means of facilitating students’ thinking on a higher cognitive level beyond memorization. Through the Cell City Project, described here, middle-level students can go beyond memorization to gain in-depth knowledge about cell structure, function, and relationships. The project begins with a series of introductory activities and culminates approximately three weeks later with students producing Cell Cities, in which a model of an organized environment such as a city or home is used as an analogy for a cell and its functions.