This investigation used a behavioral systems framework to longitudinally predict elementary school social adaptation using measures of emotional and inhibitory control. A racially and ethnically diverse group of boys and girls in six urban schools were followed from the 1st to the 3rd grade. Results support the existence of and interaction among basic behavioral systems of reward-driven approach and harm-avoidant withdrawal. Interactive effects between the approach-driven dimension of impulsivity and the withdrawal-driven dimension of fearful inhibition were significant in the prediction of conduct problems for both genders and approached significance in the prediction of boys. aggression. Similarly, interactive effects between fearful inhibition and attentional control approached significance, suggesting a positive effect of fearful inhibition on later social skills for girls and boys with attentional deficits. Impulse control moderated the effect of negative emotionality on later aggression in girls and attentional control moderated the effect of negative emotionality on later conduct problems in boys. A curvilinear relationship between girls. negative emotionality and later aggression indicated that aggression increased at a faster rate at low levels of negative emotionality, peaked, tapered off, and slightly declined at high levels. Interactive effects between negative emotionality and impulsivity were also significant in the prediction of girls. conduct problems but again in opposite direction. For highly impulsive girls, increases in negative emotionality predicted fewer conduct problems in 2nd grade but for girls with low levels of impulsivity, increases in negative emotionality predicted more conduct problems.