Numerous simple proofs of the celebrated Gibbard-Satterthwaite theorem (Gibbard, 1977, Satterthwaite, 1975) has been given in the literature. These are based on a number of different intuitions about the most fundamental reason for the result. In this paper we derive the Gibbard-Satterthwaite theorem once more, this time in a differentiable environment using the idea of potential games (Rosenthal, 1973, Monderer and Shapley, 1996). Our proof is very different from those that have been given previously.