This project will develop and extend computer-based education that enables students to visualize abstract aspects of general chemistry. The software addresses a real learning problem, that of making the transition from two to three-dimensional representations of objects and models. Existing physical models of adequate sophistication are helpful, but they take laboratory time and space, and do not allow views of interior details, nor transitions between views. In problem solving, therefore, we focus on mathematical/physical intuition instead of the application of particular algorithms. We help the students to make connections between physical reality and mathematical expressions. The computer can show both the exterior of a model and make a seamless transition between exterior and interior views, including various intermediate states. To assure the effectiveness of such simulations, we use sophisticated graphics, sound, and responsive quasi-tactile interaction to engage the students fully in the learning experience. We will first complete a module on bonding, to be followed by modules on gas laws, crystal structures, and solids.