"CellSong" is a computer aided instructional (CAI) science module designed to help students recall information about cellular physiology. The program is designed to teach middle school learners the music mnemonic "Cell's Organelles" (© 1995 Karl Kimmel) in order to facilitate the recall of the targeted biological information. In addition to music, a computer animation is synched to the five minute music file to provide visual reinforcement for the song's lyrics. Two male teachers, from two different rural southern schools (mTeacher and sTeacher) implemented the "CellSong" module in their classes. Students in mTeacher's class consisted of 12 fifth grade biology students. The other group was initially composed of all of sTeacher's sixth grade science classes (n=38). This group was divided into the regular three classes on its second exposure to the program. The students filled out attitude surveys after five exposures to the program. All the sixth grade students took an aided recall tests immediately after the fifth exposure to the program. Thirteen of the sixth graders took the same test (retest) after seven days. Although the test scores were generally low, students who took the retest tended to be able recall the same items that they had recalled the week before. The fifth grade class took one recall test four days after their last exposure to the program and scored higher than the sixth grade from the other school. These students were more favorable in their responses on the attitudinal survey. Students in the fifth grade class (and female students in the sixth grade classes) tended to enjoy the module and music mnemonic strategy. The sixth grade boys reported not enjoying it. / Ph. D.