Every day, all around the country, art teachers are contending with large class sizes, shorter class periods, and varied student abilities. While the obvious solution might be to standardize, how can an art teacher meet the needs of the entire learning spectrum? How can an art teacher challenge the students who need challenging, while providing an appropriate learning experience for all? In this article, the author shares a lesson that will give art teachers some ideas about how to do just that. She presented this lesson to her third-grade students--it includes both art and reading content and standards. Puppets can vary from the basic construction--for a learner who needs structure--to a wildly creative and originally unique concept for the gifted student. This is the key to success when considering the varied abilities of students.