The goal of this study was to examine predictions derived from the Lexical Quality Hypothesis regarding relations among word decoding, working-memory capacity, and the ability to integrate new concepts into a developing discourse representation. Hierarchical Linear Modeling was used to quantify the effects of three text properties (length, frequency, and number of new concepts) on reading times of focal and spillover sentences, with variance in those effects estimated as a function of individual difference factors (decoding, vocabulary, print exposure, and working-memory capacity). The analysis revealed complex, cross-level interactions that complement the Lexical Quality Hypothesis. (Contains 8 tables, 2 figures, and 1 footnote.)