Differentiated instruction, an inclusive teaching strategy incorporating essential skills while individualizing curriculum at current instructional levels, has little inquiry into its effect on standards-based grading system within the middle grades setting. This qualitative study was designed to better understand teacher perceptions of differentiated instruction in a standards-based grading middle school. Systems theory framed the study by exploring differentiated instruction and standards-based grading as parts, combining parts toward the whole of the educational system at one specific middle school, and looking at the emergent characteristics of teachers' perceptions that arose through qualitative themes. Focusing on teacher perceptions in a middle grades' context illuminates possible connections while explicating teachers' views of the phenomenon within the larger scope of education at one middle school.