This article is adapted from a research study that interviewed physical educators in an urban city located in the Northeast of the United States. This article focuses on the teachers' perspective around the topic of differentiated instruction in elementary physical education. The key concepts are: understanding the student, assessing on the fly, and adapting on the fly. Understanding the student is rooted in pre-planning curriculum and assessing on the fly is related to both product and process. Finally, adapting on the fly influences all three components of differentiated instruction. Differentiated strategies including, what, where, when, and how to help all students succeed will provide physical education teachers with practical applications to add to their toolbox.