Differentiated instruction requires that teachers pay attention to many differences among students, including their varied interests, learning styles, and ability and achievement levels. This article grew out of a study that explored how the challenge level of learning tasks is connected to behavior for students who show strong potential in mathematics, but are frequently off task. The idea is that when given appropriately challenging tasks, students may be more engaged and less likely to be off task or disruptive. The sections presented in this article highlight ways to differentiate individual tasks through adjustments to particular problem characteristics. As teachers put these ideas together, one practical approach is to develop overlapping independent practice activities. This might mean presenting one challenging stimulus to all students, with different tiers adjusting levels of complexity. The value of differentiation to respond to student readiness emerges from the opportunities for all students to work with tasks that challenge them. By analyzing activities carefully for their degrees of complexity and challenge, teachers can more readily identify appropriate tasks for students with different needs. They can then structure versions of tasks that are coordinated and stimulating across multiple levels. Thus, individual students will be challenged where they are. (Contains 6 figures.)