A guiding nonlinearity cell. The novel nonlinearity cell includes a nonlinear medium and a waveguide adapted to guide input electromagnetic energy through the nonlinear medium. In an illustrative embodiment, the cell includes a thin layer of a liquid or solid nonlinear medium disposed between two parallel plates adapted to guide energy through the length of the medium by total internal reflection. The plates can be made from a material having a refractive index less than a refractive index of the medium to provide total internal reflection within the liquid, or they can be made from a material matching the refractive index of the medium such that outer walls of the plates provide total internal reflection, allowing energy to leak into the plates.