This is a note taking guide and worksheet that accompanies a 27 slide PowerPoint. It is designed for students who are learning about matter and atoms. It begins by giving a brief history on matter and atoms, describing discoveries by Democritus and Lavoisier. It then describes matter and the basic makeup of matter: atoms. It then describes the three subatomic particles found in atoms: protons, electrons, and neutrons. Students are asked to draw models of Hydrogen, Helium, Lithium, Beryllium, and Carbon.