This study investigated the development of second language online auditory processing with ab initio German learners of Dutch. We assessed the influence of different levels of background noise and different levels of semantic and syntactic target word predictability on word-monitoring latencies. There was evidence of syntactic, but not lexical-semantic, transfer from the L1 to the L2 from the onset of L2 learning. An initial stronger adverse effect of noise on syntactic compared to phonological processing disappeared after two weeks of learning Dutch suggesting a change towards more robust syntactic processing. At the same time the L2 learners started to exploit semantic constraints predicting upcoming target words. The use of semantic predictability remained less efficient compared to native speakers until the end of the observation period. The improvement and the persistent problems in semantic processing we found were independent of noise and rather seem to reflect the need for more context information to build up online semantic representations in L2 listening.