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Bilingualism is a worldwide phenomenon and provides an opportunity to understand how the brain represents language processing. Although many studies have investigated the neural mechanism of bilingualism, it still remain unclear how brain systems are involved in the second language processing. Here, we examined the neural dynamics of bilinguals with medium proficiency during auditory word processing. Korean–English (K–E) bilinguals were recruited for the study (L1: Korean and L2: English). They performed a word comprehension task on phonological and semantic aspects by hearing words. We compared their task performance, task-induced regional activity, and functional connectivity (FC) between L1 and L2 processing. Brain activation analyses revealed that L2 evoked more widespread and stronger activation in brain regions involved in auditory word processing and the increased regional activity in L2 was prominent during phonological processing. Moreover, L2 evoked up-regulation during semantic processing was associated with L2 proficiency. FC analyses demonstrated that the intra-network connectivity showed stronger in the language network (LN), dorsal attention network (DAN), and default mode network (DMN) in L2 than L1. For the L2 phonological processing, the increased FC within the DAN was positively correlated with individuals’ L2 proficiency. Also, L2 semantic processing induced the enhanced internetwork connectivity between the LN and DMN. Our findings suggest that L2 processing in K–E bilinguals induces dynamic changes in the brain at a regional and network-level and FC analysis can disentangle the different networks involvement in L2 auditory word processing according to two key features: phonology and semantics. [ABSTRACT FROM AUTHOR]