The cholesteryl ester-rich, intracellular inclusions that characterize atherosclerotic plaque are capable of existing in a metastable, relatively fluid state for long periods of time. We have developed an analytical model which explains this metastability, and other aspects of the phase behavior, of physiologically relevant, phospholipid-stabilized dispersions of cholesteryl ester mixtures. The model, based on classical nucleation theory, incorporates temperature, time and lipid composition as independent variables. Differential scanning calorimetry was used to elucidate the model. The dispersions consisted of cholesteryl palmitate and an ester containing a long-chain, unsaturated or polyunsaturated, fatty acid. When a dispersion of approx. 1-microns droplets is melted, then cooled, crystallization is preceded by the formation of small crystalline nuclei (homogeneous nucleation). Nucleation is energetically unfavorable until (typically) well below the melting point. sigma, the tension between the surface of the crystal nucleus and surrounding fluid, is a measure of the difficulty in forming nuclei. This parameter was found to increase with the content of unsaturated ester. sigma was found to increase with increasing triacylglycerol content, and to decrease upon addition of free cholesterol.