Mind-mindedness is associated with positive developmental outcomes. However, much of the literature uses mostly White, middle to high socioeconomic status (SES) samples despite evidence that the benefits of mind-mindedness may vary based on degree of social risk. Additionally, few studies have examined relations between mind-mindedness and language development. The current study investigates whether mind-mindedness predicts children's language development and behavioral functioning and if family history of childhood maltreatment moderates the relation of mind-mindedness to these outcomes. Participants were 98 mothers (49.0% Black, 24.5% White, 13.3% Latina, 7.2% multiracial; 81.6% low SES per Hollingshead classifications) and their children (49 boys, 49 girls) from the Rochester, New York area recruited at Time 1 (M[subscript age] = 13.34 months) and followed up twice (M[subscript ages] = 27.51 [Time 2] and 39.31 months [Time 3]). Mother-child dyads participated in videotaped free play interactions at Times 1 and 2. Using transcripts of these interactions, we coded mind-mindedness at Times 1 and 2 and children's internal state language at Time 2. Mothers reported on children's behavioral functioning at Time 3. Findings revealed that Time 2 mind-mindedness predicted fewer Time 3 behavioral difficulties in children from maltreating families but did not predict behavioral difficulties in children from nonmaltreating families. Additionally, Time 1 mind-mindedness predicted children's Time 2 use of decontextualized internal state language. Findings highlight the importance of examining mind-mindedness in higher risk populations and how mind-mindedness can be leveraged as a protective factor to prevent future maladjustment in children at risk for adverse outcomes.