This article addresses the question: What is the role of languaging – the shaping and organizing of higher mental processes through language – in emerging zones of proximal development (ZPDs) co-created by two adults? The two adults are a resident in a long-term care facility (Mike) and a researcher. A ZPD is an ongoing cognitive/affective activity in which learning and development occur as participants interact. This process is mediated by languaging. Through a microgenetic analysis of selected representative excerpts from 11 one-on-one sessions, we illustrate how the interactions between Mike and the researcher create a positive affective context which affords multiple opportunities for ZPDs to emerge. During the emergent ZPDs, we observe how languaging brings together the cognitive and affective components essential for the participant’s continued development. Over time, Mike reclaims lost expertise and takes on new complex cognitive challenges. Outcomes for Mike include both cognitive development and enhanced self-esteem.