This study examined correlates of mothers' value messages using mother and adolescent reports across 3 years (N =1,638 dyads). Two fundamental socialization dimensions were assessed: compassion messages (e.g., caring for others) and caution messages (e.g., being wary of others). Multilevel models revealed distinct between-person and within-person correlates for mothers' compassion and caution messages. Individual differences in compassion messages were predicted by family context (e.g., mothers' knowledge of friends and concerns for their child's future) and neighborhood cohesion. Within-person effects demonstrated that compassion declined in concert with adolescents' experiences of being bullied. Caution messages were predicted by mothers' education levels, race/ethnicity, and marital status, and increased in relation to mothers' concerns and perceptions that illegal substances were easily attainable in the community. Tests of age, period, and cohort effects unexpectedly revealed that longitudinal changes in compassion and caution were best explained by period effects. Consistent with new developments in value socialization theory, results suggest that mothers place emphasis on certain values on the basis of their backgrounds, their children's characteristics, and the broader social context. (Contains 1 figure and 2 tables.)