We report on a study of first-exposure learners with different first languages (L1s: English, Japanese) to examine their ability to process input for form and meaning. We used a rich set of tasks to tap respectively into processing, comprehension, imitation, and working memory. We show that there are advantages to having a first language (L1) that brings familiarity with the target language. We also show that when presented with natural auditory input, learners are able to process form only minimally. These findings are inconsistent with other studies that suggest that segmentation is easy and rapid. Additionally, we show that such learners comprehend meaning by relying on "top-down" strategies. These findings challenge some of the claims on Input Processing theory. (Contains 7 tables and 3 figures.)