For learning to take place, the material must be challenging enough to engage students' interest, but not so challenging that they become frustrated and give up. This article discusses one teacher's challenge to figure out how to make this teaching method a reality in a classroom of 21 diverse first graders with many different learning styles, based on Lev Vygotsky's theory of the Zone of Proximal Development. This theory asserts each individual has his or her own unique learning zone and how this theory seeks to teach students in their own individual zones. The path to making this concept a reality for this teacher came in the form of Universal Design for Learning (UDL). This article touches upon: fundamentals of UDL; the teacher's first-grade classroom; UDL in practice; and how UDL addressed the issues.