The diversity of skills, talents, and interests of students that we serve in our schools requires a remarkable range of teachers' skills, time, and resources. This brief article focuses on differentiation and the ways that teachers can adapt and differentiate the regular curriculum to meet the academic needs of all of their students. Challenges and solutions about how differentiation can be implemented will be discussed, as will a variety of strategies that can be used to differentiate, challenge, and engage all students. Defined simply, differentiation is matching a required curriculum with the learning styles, expression styles, interests and abilities of students. It is predicated on the simple belief that engaged and motivated students score higher, are easier to manage, and enjoy learning more. Both research and current practice illustrate the importance of differentiated instruction for meeting every child's needs as well as raising achievement-- and some of that research is summarized in this article.