In this qualitative study, the author explored the concept of differentiation in urban, suburban, and rural language arts classrooms. The overall goal of understanding how differentiation occurred in these classrooms led to the following specific intentions: (1) to identify teachers' understandings of differentiation, (2) to understand their implementation of differentiated instruction for their students, especially those who underachieve or those for whom English is their second language, across an academic year, and (3) to understand students' and teachers' views of the challenges and successes of differentiation attempts. Using data collected from the classrooms of 9 teachers and across 135 classroom observations and interviews with students and teachers, the author unveiled the following attributes linked to these teachers' differentiation practices: (1) differentiation is more than a classroom event, (2) the classroom climate contributes to differentiation options and practices, (3) differentiation entails attention to affective and cognitive variations, and (5) activities drive differentiation practices.