This article describes how the Virginia Beach schools have embraced differentiation as its new instructional philosophy, in part by adding it to teacher evaluation. The heart of guiding everyone in the district from novice to expert in the work focuses on these four essential questions: (1) Are we clear about what matters in curricula?; (2) Is the curriculum rich--conceptually based, meaningful to the learner and built upon complex ideas?; (3) Do teachers have a variety of instructional models and strategies to use in developing, refining and differentiating the curriculum?; and (4) Is there a clear distinction between assessment and evaluation? Since the district committed to differentiation, several powerful opportunities have emerged, most of them resulting from pitfalls. Each of the 85 schools in Virginia Beach has expert teachers who serve as models for differentiation. The goal remains high-quality instruction in every classroom for every child, but the truth is that achieving that goal requires ongoing commitment from district and site administrators. It entails ongoing refinement to the curriculum and assessment practices. Gone is the need for a professional development session that focuses solely on what differentiation is and what it is not. In its stead is a strategic plan focused on responsiveness to student needs, a balanced assessment system, technology integration and mastery of 21st-century skills. Differentiation has become the instructional powerhouse that helps move all students toward worthy outcomes.