Comprehension of rapid speech is constrained by a number of factors. On the sensory side the listener must deal with rapid, often poorly articulated speech, a challenge that is exacerbated in older adults with high frequency hearing loss and other, more subtle, auditory deficits. These “bottom up” declines can be ameliorated by “top down” use of linguistic context for recognition of words as the speech unfolds in time, and also for retrospective recognition of an indistinct word based on the context that follows it. A second major factor in speech comprehension is the use of prosody, to include pitch contour, stress, and temporal patterning, such as the lengthening of clause-final words to signal that a clause boundary has been reached. In all adults, and especially older adults, these operations are constrained by limitations in working memory and attentional resources. The result may be an intriguing interaction between age-related cognitive change, perceptual effort, and memory for what has been heard.