A trend is emerging to open enrollment for honors and AP classes to all students who wish to take them. Teachers of these open enrollment classes may be facing several dilemmas. How can the high standards and academic rigor of the course be maintained? How can students who struggle to learn be supported in their endeavors to keep up with the course content and pacing? What specific strategies can teachers use to meet the wide variety of learning needs in open enrollment classes? This article describes compensation strategies for students who may be struggling to keep up, as well as opportunities to work more independently for the most advanced students in a class.