A key challenge in promoting ocean literacy is how to get "land-locked" students interested in the oceans. The answer is: bring the ocean to them. Through lab activities, the internet, and other "attention catching" formats students can become engaged with learning about an environment that they may never have experienced. This presentation will illustrate how this approach is used in a rural school in Georgia. We will share our experiences (and the thrill) of having students fall in love with the diversity and complexity of the oceans though through inquiry-based learning. Using hands-on activities from the COSEE-Ocean Systems summer workshopSills, N., L. Karp-Boss, H. Weller, E.S. Boss, 2008. Teaching Science by Ocean Inquiry: Bringing the Ocean to the Classroom. 2008 Ocean Sciences Meeting, Orlando, FL, March 2-7.