The increase in the English learner (EL) student population in the United States and these students' placement in U.S. public schools have created high priority demands to address their language and learning needs. General education teachers, however, are often unprepared or underprepared to work with ELs, with limited knowledge and expertise to integrate differentiated instruction (DI) for them. This study examined two elementary teachers' understanding of differentiated instructional practices for EL students in a mainstream setting. Employing qualitative methods and following inductive data analytic processes, the study examined what these elementary teachers say facilitates DI for ELs. The researcher used semi-structured individual interviews, a joint interview, and photo elicitation as the primary sources of data collection, and documents such as teachers' differentiated lesson plans and statements of teaching philosophy as secondary data sources. Findings revealed that a caring relationship between the teacher and ELs was essential and played a key role in student learning. By building caring relationships, the teachers learned about their EL students' needs and their interests and used that knowledge to implement DI for these students. Furthermore, teachers' proficiency in a language other than English and their metalinguistic awareness to bridge between one language and the other guided the teachers' differentiated instructional practices for their ELs.