In partnership with a local Head Start program in the southeastern United States, this study sought to: (a) examine the influence of problem behaviors on preschool language and literacy and mathematics achievement and (b) identify mechanisms that explain why children with behavior problems have difficulty learning in the preschool classroom. Children's behavior problems were found to negatively predict their learning behaviors as well as their language and literacy and mathematics yearly gains. Furthermore, learning behaviors were found to mediate the effect of behavior problems on language and literacy and mathematics. Preschool children with early behavior problems had less adaptive learning behaviors, which in turn led to lower academic outcomes. A variety of implications for early childhood programs are discussed.