Background Educators and researchers have long emphasized the need to engage students in disciplinary thinking in order to develop rich, discipline-specific practices and habits of mind. Yet, these opportunities are often under-nurtured in today's classrooms and are especially limited for students with disabilities. Universal Design for Learning (UDL) is one promising avenue for supporting all students to engage in disciplinary thinking (ways of knowing, reasoning, and doing specific to the discipline). This framework for teaching and learning suggests embedding options into curricula in order to expand learning opportunities for students with and without disabilities. Researchers have yet to investigate how UDL and disciplinary thinking can complement one another. Research Question This study explores the following question: How, if at all, do teachers working within a school that explicitly promotes the UDL framework use UDL to prompt students’ disciplinary thinking in English Language Arts (ELA)? Setting The study was conducted in a fifth grade classroom of an inclusive elementary school in an urban district in the northeast United States. Participants Participants included two fifth grade co-teachers and their class of 21 students with and without documented disabilities. Research Design This qualitative case study spanned a 10-week ELA unit. Data were gathered via videotaped observations, collection of instructional materials, interviews with the co-teachers, and collection of student work. CAST is a nonprofit education research and development organization that works to expand learning opportunities for all individuals through UDL. The analytic framework joined CAST's UDL Guidelines and common themes distilled from the literature that characterize disciplinary thinking in ELA. This framework was used as a starting place to code the co-teachers’ practice and students’ thinking. An open coding strategy was applied to capture emergent themes. Findings Data reveal that the co-teachers used specific strategies to create opportunities for all students to engage in disciplinary thinking. First, particular UDL guidelines/checkpoints were applied. For example, to support learners in “reading like writers,” the co-teachers applied strategies consistent with Guideline 6: “Provide options for executive functions,” encouraging students to develop the planning and organizational practices of expert readers and writers. Second, particular UDL guidelines/checkpoints were used in ways that are not explicitly suggested in the UDL Guidelines. For example, to support students in “reading for meaning” and “reading like writers,” the co-teachers’ strategies were generally consistent with Guideline 3: “Provide options for comprehension.” Yet, the co-teachers moved beyond “comprehension” by empowering students to construct their own sophisticated, disciplinary analyses. Conclusions The co-teachers’ instructional moves and the richness of students’ thinking offer important implications for future iterations of the UDL Guidelines and suggest that all learners can and should be challenged to engage in discipline-specific practices and habits of mind.