Imagine a fourth grade classroom filled with 26 students all equally unique in their abilities, successes and challenges, talents, likes and dislikes. What is a teacher to do to meet all of their instructional needs? What about their behavioral, social, and emotional needs? Differentiated instruction (DI) is an approach to teaching that suggests planning for and then responding to the instructional needs of each and every student with a high-quality curriculum. Though DI is not a new term in educational settings, many teachers still struggle with the enactment of the suggested strategies. The goal of this study was to investigate teachers' decision-making strategies in high-poverty, heterogeneous classrooms. The intention was to see how teachers discussed responsive teaching as it related to academic instruction. However, the results of the teacher interviews and observations soon opened up a much different area of study, and the author began to realize that a study originally designed to investigate how teachers made instructional decisions had shifted because teaching decisions were constantly at play with each teacher's awareness of student's emotional needs. The author became aware that teacher attention to one type of need could not exist without their focused attention on the other. This article then begins with a discussion of the literature on differentiated instruction (DI) and closes with a discussion of the concept of an ethic of care in instructional practice. The study employed narrative case study techniques to document techniques and strategies used by three teachers in heterogeneous classrooms, and the articulated personal beliefs teachers held about learners and their decision-making processes. The two main research questions became: (1) What decisions do teachers make when meeting diverse needs in a heterogeneous classroom; and (2) What do teachers think responsive teaching really is?