This article reviews current models of verbal working memory and considers the role of language comprehension and long-term memory in the ability to maintain and order verbal information for short periods of time. While all models of verbal working memory posit some interaction with long-term memory, few have considered the character of these long-term representations or how they might affect performance on verbal working memory tasks. Similarly, few models have considered how comprehension processes and production processes might affect performance in verbal working memory tasks. Modern theories of comprehension emphasize that people learn a vast web of correlated information about the language and the world and must activate that information from long-term memory to cope with the demands of language input. To date, there has been little consideration in theories of verbal working memory for how this rich input from comprehension would affect the nature of temporary memory. There has also been relatively little attention to the degree to which language production processes naturally manage serial order of verbal information. The authors argue for an emergent model of verbal working memory supported by a rich, distributed long-term memory for language. On this view, comprehension processes provide encoding in verbal working memory tasks, and production processes maintenance, serial ordering, and recall. Moreover, the computational capacity to maintain and order information varies with language experience. Implications for theories of working memory, comprehension, and production are considered.