Regardless of the discipline, the quest to provide developmentally appropriate learning tasks for all students is a continuous challenge for most teachers. Teachers want and expect all students to be successful; but, in reality, students tend to exit in the same order as they entered--with the most skilled students performing better and getting the highest recognition and grades. Effective teachers know that for students to master a skill, they need adequate time to practice. The practice time must be uniquely organized so that all students are successful at the right level of ability. This means that the task cannot be so difficult that less skilled students cannot accomplish it, or so easy that more skilled students are bored. During practice, the tasks should be done correctly because reinforcing the wrong process minimizes learning. Students also need continual feedback provided by their peers, the teacher, or the skill performance itself. The ultimate strategy for solving the dilemma of different ability levels and effective practice in most classrooms is to assess improvement. Unfortunately, the traditional strategy used in most classes and in physical education is to assess student achievement at the end of the unit. Even though many school district personnel have revised the curriculum to provide more authentic assessments (e.g., portfolios, culminating projects) to evaluate program success, few assess and grade on student improvement. This article identifies strategies for structuring the learning environment to allow all students the opportunity to improve their performance in physical education. (Contains 1 figure.)