Within the United States, millions of adults find it beneficial or even necessary to learn a second language for personal, business, and government related purposes. Yet, second language learning is a complex and challenging endeavor that results in a great deal of variability in learning outcomes. Some learners reach acceptable levels of proficiency for their purposes whereas other learners do not. Nonetheless, the factors that explain the varying levels of success in adult second language learning are still not fully understood. One way in which researchers work to explain who is expected to be successful when learning a second language is to identify the set of individual factors that are associated with successful adult second language learning. This dissertation project investigates two cognitive factors that have been shown to play a role in bilingualism and that have also recently been proposed to contribute to second language learning. The first factor, inhibitory control, is defined as an individual's ability to deliberately suppress automatic responses and has been shown to be key for bilingual language control. The second factor, language flexibility, refers to an individual's ability to tolerate changes to their first language and is evident in bilingual language processing. The dissertation will examine the role of these factors in second language learners as they become bilingual. To do so, we will first assess second language proficiency with multiple measures in adult learners of Spanish who are at early, intermediate, or late stages of learning the language. Second, behavioral measures will be taken of learners' inhibitory control ability, and brain-based, electrophysiological measures will assess language flexibility by examining the extent to which their developing Spanish affects their first language processing. Finally, these sets of data will be analyzed to examine to what extent inhibitory control abilities and language flexibility predict the level of proficiency that the learners achieve. The findings from the study are expected to have broad implications for theory and practice. The research will inform our theoretical understanding of the underlying cognitive and brain mechanisms that contribute to the complex task of learning a second language. This increased understanding about how languages are learned, in turn, will inform methodological approaches for teaching second languages. For example, instructional materials can be designed that leverage or support individual learner characteristics such as their inhibitory control ability. This project will also provide invaluable hands-on experience to graduate and undergraduate research assistants in areas including research design, data analyses of cognitive and brain-based, electrophysiological data, and data interpretation. Finally, given that the institution where this research will take place has a diverse student population, it will involve students from groups who are often underrepresented in higher education, many of whom are second language learners themselves.