This article describes the authors’ experience and strategies in teaching Tai Chi, a gentle exercise derived from an ancient Chinese martial art, to mildly cognitively impaired elders to relieve osteoarthritic knee pain. The 12-form Sun-style Tai Chi, a set of Tai Chi forms endorsed by the American Arthritis Foundation, was used in the program. Teaching Tai Chi to elders with mild cognitive impairment requires particular strategies tailored to their physical and cognitive frailty. When effectively taught, Tai Chi can be a unique and cost-effective intervention for elders with knee pain caused by osteoarthritis.