Understanding behavioral resilience among at-risk adolescents may guide public policy decisions and future programs. We examined factors predicting behavioral resilience following intrauterine substance exposure (IUSE) in a prospective longitudinal birth-cohort study of 136 early adolescents (age 12.4–15.9) at-risk for poor behavioral outcomes. We defined behavioral resilience as a composite measure of lack of early substance use initiation (before age 14), lack of risky sexual behavior, or lack of delinquency. IUSEs included in this analysis were cocaine (IUCE), tobacco (IUTE), alcohol (IUAE), and marijuana (IUME). We recruited participants from Boston Medical Center as mother-infant dyads between 1990 and 1993. The majority of the sample was African-American/Caribbean (88%) and 49% female. In bivariate analyses, none and lower IUCE level predicted resilience compared to higher IUCE, but this effect was not found in an adjusted model. Instead, strict caregiver supervision (adjusted odds ratio (AOR)=6.02, 95% confidence interval (CI)=1.90–19.00, p=0.002), lower violence exposure (AOR=4.07, 95% CI=1.77–9.38, p<0.001), and absence of intrauterine tobacco exposure (AOR=3.71, 95% CI= 1.28–10.74, p=0.02) predicted behavioral resilience. In conclusion, caregiver supervision in early adolescence, lower violence exposure in childhood, and lack of intrauterine tobacco exposure predict behavioral resilience among a cohort of early adolescents with significant social and environmental risk. Future interventions should work to enhance parental supervision as a way to mitigate the effects of adversity on high-risk groups of adolescents.