Previous research has demonstrated mixed findings pertaining to the risk conferred by variation from Mainstream American English (MAE) for African American children in our education system. Based on the research on language, behavior, and reading, the present study sought to examine the relative and combined contributions of culturally appropriate measures of risk status for disordered language and density of dialect use and classroom behavior (both competencies and problems) in predicting reading ability in a sample of typically developing African American elementary school students. 53 African American Kindergartner's (27 boys, 26 girls) were followed up with two years later in 2nd grade. In Kindergarten, children were screened for density of dialect use and risk of language impairment; teachers rated each child on behavior, social/emotional adjustment, and academic performance. Reading achievement was assessed in 2nd grade. Risk for disordered language development was the best predictor of 2nd grade reading, outperforming density of dialect use. Positive classroom behaviors were more predictive of reading than negative behaviors. This research supports the notion that language, classroom behavior, and reading achievement are intertwined in a complex manner and that when designing interventions for one, the entire system must be considered.