Background: Clinic and community-based epidemiological studies have shown an association between child psychopathology and language impairment. The demands on language for social and academic adjustment shift dramatically during adolescence and the ability to understand the nonliteral meaning in language represented by higher order language becomes essential. Objectives: This article reports on the association between difficulties in higher order language skills, reading, cognition, and social-emotional adjustment in adolescents. Method: 144 clinic-referred and 186 comparison youth aged 12-18 years were administered a battery of standardized tests of intelligence, working memory, structural and higher order language, and reading achievement. Parent ratings on the Child Behavior Checklist were used as a measure of severity of social-emotional problems. Results: Clinic-referred youth scored significantly lower than comparison youth on measures of structural and higher order language, working memory, and reading. Of the clinic-referred youth, 45% had some type of higher order language impairment, whereas this was the case for 15% of youth in the comparison group. Lower levels of nonverbal ability and working memory as well as lower level of mothers' education were associated with greater risk of having higher order language impairment. Conclusions: Findings have implications for practitioners' seeking to understand and treat adolescents since therapeutic techniques rely on skills where higher order language is at play including the ability to discuss opinions flexibly and to weigh interpretations. Therapists must be aware that there are areas that have potential for miscommunication with some adolescents and where inaccurate inferences may be made about their behavior. Furthermore, educators must consider resources for youth who may increasingly struggle in high school because of such difficulties. (Contains 6 tables and 1 note.)