Oil pastels offer many advantages. They come in a large range of hues, intensities and values, and they lend themselves to blending and shading in a unique way that no other art medium offers. They can be worked and reworked from day to day by the students without the large mess and cleanup time that oil paints require. An artist whose works are a great inspiration for working with oil pastels is Georgia O'Keeffe. Her varied subject matter, and the apparent blending of colors in her works, make them a great study for high-school students to use for ideas on which to base their subject matter. In this article, the author describes how her students created O'Keeffe-inspired works of art.