This article draws out the materialist import of the turn towards universal design in learning. Bringing Brian Massumi's recent work on play together with disability studies, it identifies design as integral to the embodied dynamics of classrooms. Contrasting neo-Darwinist presumptions with materialist insights by thinkers like Tim Ingold, the chapter makes the case for pedagogical methods that exemplify play. On Massumi's terms, play is instinctual, proffering a resource for undermining the despair of normalising scripts. If learning involves play, then there is lived abstraction at the heart of becoming. And if teaching involves design work, teachers become more responsible for their own pedagogical stylings. Taking up Margaret Price's work on disability, the article explores flexibility as an ethos that ideally suffuses all instruction. Design work can create playful classroom territories, but it can also reinforce the despair of exclusionary spaces. The article makes the case for flexibility as an existentially transformative dynamic.