Many teachers think of differentiation as an academic concern. However, we also wonder how we can realistically create opportunities for differentiation when classroom management is getting in the way. We have no time to help individuals if we are always putting out fires around the classroom. The result is that we turn to whole class lessons with little opportunity for differentiation because we are dealing with behavior issues and trying to maintain overall focus. Instead of placing individual needs on the back burner, I believe that if we focus our differentiation on the different types of learning behaviors themselves, we will also be in a better position to support individual academic needs. In this session we will look at how differentiating toward behavior levels, rather than academic levels, can create time and space in our classrooms for supporting all learning. Teachers will leave the session with concrete ideas for techniques and systems they can use to overcome behavior difficulties and maintain a challenging and supportive learning environment that meets individual needs.