This article describes the challenges faced by a middle school teacher who inherited a recreation-based physical education program in which students had been accustomed to choosing what they wanted to do. Stressing the importance of implementing a standards-based program in which students of all skill levels and activity preferences were able to actively participate was not an easy task. Acknowledging the difficulties encountered in motivating the middle school students to try new activities, the author identifies some factors that helped, such as providing a variety of activities, giving students a voice in identifying activities to include in the program, and implementing technology as a tool to facilitate learning. Integrating academics into the physical education program as a way to garner administrative support is also discussed.