We report on the adaptation of the small enrollment, lab and discussion based physical science course, Physical Science and Everyday Thinking (PSET), for a large-enrollment, lecture-style setting. Like PSET, the new Learning Physical Science (LEPS) curriculum was designed around specific principles based on research on learning to meet the needs of nonscience students, especially prospective and practicing elementary and middle school teachers. We describe the structure of the two curricula and the adaptation process, including a detailed comparison of similar activities from the two curricula and a case study of a LEPS classroom implementation. In LEPS, short instructor-guided lessons replace lengthier small group activities, and movies, rather than hands-on investigations, provide the evidence used to support and test ideas. LEPS promotes student peer interaction as an important part of sense making via “clicker” questions, rather than small group and whole class discussions typical of PSET. Examples of student dialog indicate that this format is capable of generating substantive student discussion and successfully enacting the design principles. Field-test data show similar student content learning gains with the two curricula. Nevertheless, because of classroom constraints, some important practices of science that were an integral part of PSET were not included in LEPS.