This study used neuroimaging and behavioral techniques to examine the claim that processing capacity limitations underlie specific language impairment (SLI). Functional magnetic resonance imaging (fMRI) was used to investigate verbal working memory in adolescents with SLI and normal language (NL) controls. The experimental task involved a modified listening span measure that included sentence encoding and recognition of final words in prior sets of sentences. The SLI group performed significantly poorer than the NL group for both encoding and recognition and displayed slower reaction times for correct responses on high complexity encoding items, fMRI results revealed that the SLI group exhibited significant hypoactivation during encoding in regions that have been implicated in attentional and memory processes, as well as hypoactivation during recognition in regions associated with language processing. Correlational analyses indicated that adolescents with SLI exhibited different patterns of coordinating activation among brain regions relative to controls for both encoding and recognition, suggesting reliance on a less functional network. These findings are interpreted as supporting the notion that constraints in nonlinguistic systems play a role in SLI.