Chemation, a simple 2-D modeling and animation tool for handhelds (e.g., PalmOS computers), was developed to help teach important chemistry concepts, such as chemical reaction, conservation of mass, and the particulate nature of matter (as specified in national standards). Users build 2-D molecular models of substances and then, through a process of copying and modifying the model, create flipbook-style animations to illustrate various processes. Chemation is currently being piloted by teachers using a standards-based, inquiry-oriented 7th grade chemistry curriculum. The tool is intended to be an alternative or a supplement to current hands-on activities in which students build physical (balland-stick) models to represent various chemical phenomena. In this demonstration, we will show the basic functions of Chemation highlighting its important features-modeling and animation of chemical processes on a handheld tool. We will also show example student models of various chemical processes.