In this study, we sought to identify cognitive predictors of individual differences in adult foreign-language learning and to test whether metalinguistic awareness mediated the observed relationships. Using a miniature language-learning paradigm, adults (N = 77) learned Russian vocabulary and grammar (gender agreement and case marking) over six 1-h sessions, completing tasks that encouraged attention to phrases without explicitly teaching grammatical rules. The participants’ ability to describe the Russian gender and case-marking patterns mediated the effects of nonverbal intelligence and auditory sequence learning on grammar learning and generalization. Hence, even under implicit-learning conditions, individual differences stemmed from explicit metalinguistic awareness of the underlying grammar, which, in turn, was linked to nonverbal intelligence and auditory sequence learning. Prior knowledge of languages with grammatical gender (predominantly Spanish) predicted learning of gender agreement. Transfer of knowledge of gender from other languages to Russian was not mediated by awareness, which suggests that transfer operates through an implicit process akin to structural priming.