Virginia Beach City Public Schools had decided to embrace differentiation as its philosophy of instruction. Differentiation was added to the teacher evaluation rubric, and by 2003 Virginia Beach launched full force into a division-wide focus on Carol Ann Tomlinson's model for differentiation. (Tomlinson is the author of several books on the subject.) The angst felt by the teacher struggling with flexible grouping was not uncommon in the early phases of the work. The terminology, numerous instructional strategies, nontraditional approaches to assessment, and shift from conventional methods for teaching and learning were overwhelming for many teachers and administrators. The fact that differentiation is included in the teacher evaluation system makes it non-negotiable. This article discusses resources, incentives, protocols, and practices used to guide school staff in the new instructional philosophy.