Listening has been widely characterised as a multifaceted process encompassing a range of linguistic and psycholinguistic components (see Rubin, 1994). However, for learners at different levels of L2 proficiency, there is uncertainty over the relative importance of the various sub-skills. To address this issue, a number of linguistic and psycholinguistic sub-skills that are associated with L2 listening proficiency were selected and operationalised. This battery of discrete point measures, as well as two L2 proficiency tests, was administered to 443 Japanese university students. After the data had been subjected to descriptive and inferential analysis, the findings indicated that L2 listening comprehension is most closely associated with L2 syntactic knowledge, followed by the ability to recognise words in connected speech. The results also revealed that listeners at different proficiency levels process the language in decidedly different ways. Less proficient learners were discovered to be far more dependent on the linguistic and psycholinguistic subskills that are closest to the surface of the message. On the other hand, owing to the development of their syntactic knowledge and recognition of words in connected speech, more proficient listeners benefitted from a greater interaction between their more closely entwined higher and lower level processing skills.