A college professor who trains preservice physical education teachers was asked to design, develop, and implement a pilot physical education program at a nonpublic school primarily serving students with emotional and behavioral disorders (EBDs). The teacher/researcher conducted an action research study to maximize the effectiveness of teaching and learning in this class. The program included teaching two 45-minute classes per week to over 50 students. This school's administration decided to pilot a formal physical education program, as it was thought that it could have potentially far-reaching positive effects on their students. Research indicates that exercise has a positive effect on the behavior of individuals with emotional disturbances and intellectual and learning disabilities. Research also suggests that there is a relationship between increased time spent in physical education and improved academic performance. So in addition to the commonly-known physiological health benefits of participation in physical activity, it was hoped that their students would benefit socially, behaviorally, and cognitively from participation in physical education. Based on analyses of four data sources, several findings were identified as being especially important when teaching students with EBDs. These sources included: (1) a teaching journal in which the teacher wrote reflections following each class session; (2) incident reports to document the context in which behaviors such as noncompliance, verbal, or physical aggression occurred during class; (3) participation ratio checks which involved random intervals of tallying the number of students actively engaged in activity while noting the lesson context; and (4) notes in lesson plans relating to impromptu changes in lesson design. This article presents corresponding recommendations in lesson sequence. (Contains 1 figure.)