This is a 5E-style, active-learning lesson developed to help students better understand the relationship between Earth, the Moon, and the Sun. Students are required to physically model how the phases of the Moon are created. Extensions include developing an understanding of eclipses. Although many curricula include phases of the Moon at the elementary level, many students still maintain many pre- and misconceptions about this topic. It is very worthwhile to revisit this topic at a higher level.