Resilient readers are characterized by impaired phonological processing despite skilled text comprehension. We investigated orthographic and semantic processing in resilient readers to examine mechanisms of compensation for poor phonological decoding. Performance on phonological (phoneme deletion, pseudoword reading), orthographic (orthographic choice, orthographic analogy), and semantic (semantic priming, homograph resolution) tasks was compared between resilient, poor and proficient readers. Asymmetry of the planum temporale was investigated in order to determine whether atypical readers showed unusual morphology in this language-relevant region. Resilient readers showed deficits on phonological tasks similar to those shown by poor readers. We obtained no evidence that resilient readers compensate via superior orthographic processing, as they showed neither exceptional orthographic skill nor increased reliance on orthography to guide pronunciation. Resilient readers benefited more than poor or proficient readers from semantic relationships between words and experienced greater difficulty when such relationships were not present. We suggest, therefore, that resilient readers compensate for poor phonological decoding via greater reliance on word meaning relationships. The reading groups did not differ in mean asymmetry of the planum temporale. However, resilient readers showed greater variability in planar asymmetry than proficient readers. Poor readers also showed a trend towards greater variability in planar asymmetry, with more poor readers than proficient readers showing extreme asymmetry. Such increased variability suggests that university students with less reading skill display less well regulated brain anatomy than proficient readers. (Contains 5 tables and 4 figures.)