Caring has been discussed as foundational to developing quality physical activity settings that promote social and personal responsibility and are synonymous with effective teaching practice in physical education. However, how physical educators practice caring in the gym is unclear. Therefore, the purpose of this study was to explore how physical education teachers describe their experiences of caring in the classroom. Six middle school teachers, rated as caring by students, were interviewed using a semi-structured interview guide. Inductive content analysis was used to cluster the raw data quotes into thematic categories which were compared and contrasted to insure uniqueness among the emergent themes. Three overarching themes emerged focusing on 1) being in relation including lower order themes of developing relationships, encouraging/developing caring, and creating connections, 2) creating an inclusive and accepting environment including lower order themes of respecting and trusting students, creating a safe and accepting place, treating students fairly, and being inclusive, and 3) empowering students including lower order themes of supporting development, engaging in caring discipline, and promoting ownership. Results support previous work in the caring literature and further inform practitioners how to work toward developing caring within their own physical activity setting.