The study examines the relationship between second language (L2) passage comprehension and intake (form recognition), gain (meaning recognition and production), and retention of new lexical items from the passages. The effect of topic familiarity on the above relationships is also examined. Participants were a cross-sectional sample of L2 learners. All participants read more and less familiar script-based narratives containing nonsense words. After reading they performed a free-written recall in their first language. Two days after reading, an intake and 2 gain measures were administered. Twenty-eight days after reading, the 2 gain measures were repeated. Analyses reveal a generally robust consistent role of passage comprehension in lexical gain and retention, but differential patterns of relationships in intake due to effects of topic familiarity.