After many years of reform efforts, educators are still searching for ways to better serve the needs of struggling students. The purpose of this study was to develop a grounded theory (GT) that reflects teachers’ perceptions of students’ behavior, students’ needs for support, and students’ skill deficiencies. Discovering the ways in which teachers address students’ needs could sharpen teacher practices and promote support for struggling students. Guided by Weimer’s research on learner-centered teaching, this GT study created a conceptual understanding of classroom experiences from teachers’ perspective. Three main categories or stages emerged from this GT study, with each stage representing a conceptual rendering of behaviors one can expect when working with struggling students in a similar setting. This theory can be useful to educators considering how best to work with struggling students by revealing the patterns of behavior among teachers who serve struggling students.