This study determined the effects of phonology and semantics on the distribution of cortical activity to the second of a pair of words in first and second language (mixed pairs). The effects of relative proficiency in the two languages and linguistic setting (monolinguistic or mixed) are reported in a companion paper. Ten early bilinguals and 14 late bilinguals listened to mixed pairs of words in Arabic (L1) and Hebrew (L2) and indicated whether both words in the pair had the same or different meanings. The spatio-temporal distribution of current densities of event-related potentials were estimated for each language and according to semantic and phonologic relationship (same or different) compared with the first word in the pair. During early processing (<300 ms), brain activity in temporal and temporoparietal auditory areas was enhanced by phonologic incongruence between words in the pair and in Wernicke's area by both phonologic and semantic priming. In contrast, brain activities during late processing (>300 ms) were enhanced by semantic incongruence between the two words, particularly in temporal areas and in left hemisphere Broca's and Wernicke's areas. The latter differences were greater when words were in L2. Surprisingly, no significant effects of relative proficiency on processing the second word in the pair were found. These results indicate that the distribution of brain activity to the second of two words presented bilingually is affected differently during early and late processing by both semantic and phonologic priming by- and incongruence with the immediately preceding word. Hum Brain Mapp 34:2882–2898, 2013. © 2012 Wiley Periodicals, Inc.