Background: Histology and cell biology is one of the fundamental basic sciences to understand the pathological basis of clinical diseases. Most students perceive histology as boring, forgettable and non-relevant subject to clinical performance. Consequently, they lack motivation, deep understanding and retention of the key concepts required for future clinical performance. The research question was, does the changing teaching from passive traditional classroom [TC] to active flipping classroom [FC] improve the student's attitudes and performance. Material and methods: Flipping the histology lectures and practical classes were implemented in cardiovascular module for 2nd year medical students. All studying materials [narrated power point video lecture, study guide, narrated virtual microscopic slides] were uploaded on the online platform. They followed by online quiz to ensure that student completed their pre-readings before the class. The lecture time dedicated for active learning by asking questions and give time for think pair and share activities and open discussions. In practical classes, the students were divided into groups [5 each] and working in team to self-identify the slides, answering applied questions in work sheets, form mind maps and make oral presentations. Students were asked to finish post class online quiz for self-assessment. Post course online questionnaire were used to evaluate student perception and attitudes. The outcomes of FC were evaluated by comparing the end module exam score of FC students with TC students that were taught same module by same instructor but through traditional way. The results: The percentage of students who got grade A were 97% and 58% in FC and TC respectively. The percentage of students who didn't pass the module were 3% and 14% in FC and TC respectively. Moreover, the post course questionnaire revealed that more than 75% of students found that FC had a great impact on their performance, motivation and engagement. Most of the students reported that studying histology become more interesting, information sticks more and memories faster, they liked availability of material (videos and virtual microscopy), independent learning and time saving. Conclusion: Flipped classroom [FC] lead to a meaningful active learning experience for students and educators. Implementation of flipped learning requires effort but it worth to be done.