Assigning pre-service teachers to observe experienced teachers is a common practice in teacher preparation programs. The purpose of this study was to identify what physical education pre-service teachers observe when watching an experienced teacher. While enrolled in a methods of teaching physical education course and engaged in their second practicum experience, pre-service teachers (n = 17) observed multiple lessons taught by experienced physical education teachers and took observation notes. Based on Cochran, DeRuiter, and Kings (1993) model of teacher knowledge, three themes emerged from the observations: (a) pedagogy, (b) pedagogy and students, and (c) pedagogy, students, and subject matter. Physical education teacher education programs may help pre-service teachers establish pedagogies early so they can focus on students learning content as soon as possible in the early field experience. Additionally, enhancing pre-service teachers content knowledge prior to scheduled observations of experienced teachers could help these novices move quickly from focusing on pedagogies to focusing on students learning subject matter content.