The current study aims to make an initial neuroimaging contribution to central implicit-explicit issues in second language (L2) acquisition by considering how implicit and explicit contexts mediate the neural representation of L2. Focusing on implicit contexts, the study employs a longitudinal design to examine the neural representation of L2 syntax and also considers how the neural circuits underlying L2 syntax vary among learners who exhibit different levels of performance on linguistic and cognitive tasks. Results suggest that when exposed to a L2 under an implicit context, some learners are able to quickly rely on neural circuits associated with first language grammar and procedural memory, whereas other learners increasingly use extralinguistic neural circuits related to control mechanisms to process syntax. Thus, there may be multiple ways in which L2 is represented neurally, at least when learned under implicit contexts.