Faculty Development intRoDuction Active participation in the classroom improves student learning and retention. [1,2] Students who discuss and practice material learn more than their counterparts, with more activity correlated with more learning. [3,4] The natural end point is the flipped classroom approach. [5] With a flipped classroom, students learn basic information outside of class and then use class and instructor time to work with the more challenging material. Studies in medical education have found the flipped classroom improves engagement and motivation while being as effective as standard classroom formats. [6,7] However, the transition from lecture to a flipped classroom can be daunting for all involved and can lead to concerns about student resistance. [8-12] The flipped classroom is a drastic change for many students, particularly in professional education. The typical professional student was often very successful in a lecture-based environment. To be metabolically efficient, the brain generally tries to predict what will happen next and spends energy only when reality is different than the prediction. [13] Whether physically moving to an active classroom or changing the format in the same classroom, flipping the class session minimizes the brain's predictive power, stimulates the amygdala, and increases brain activity. [14] Thus, the change curve is activated. The brain and its attendant student are set on high alert and have to work to mitigate the stress response. As Tolman et al. suggest, we should consider signs of student resistance a signal rather than an attitude. [15] Students may not be resistant, but rather mentally occupied. the KubleR-Ross change cuRve The Kubler-Ross change curve is also known as the five stages of grief (denial, anger, bargaining, depression, and acceptance). [16] The curve has since been broadened and modified to reflect typical stages of personal and organizational change. [17,18] The management change curve typically describes four to seven separate stages, starting with shock and ending with integration [Figure 1], and is used to help explain and predict how people will respond to change. The Kubler-Ross change curve is rarely discussed as a part of the student (or faculty) response to the flipped classroom. [10,19] However, it is very likely a significant force and addressing it Change is hard. The flipped classroom, while a powerful and growing force in medical education, is a major change for many health professions' students. Instructors may avoid "flipping" due to anticipated student resistance and poor course evaluations. The business community has developed specific guidelines on how to manage change using the Kubler-Ross death and dying change curve. This article suggests the change curve and related management strategies can and should be applied to flipped classroom scenarios. Action steps are provided for each stage that can help students move from stress and frustration ("I can't learn this way") to integrated learning as fast as possible, while simul...