© 2017 Michigan Association for Infant Mental Health. The cross-generational transmission of attachment appears to reflect a complex interplay of factors, which have been challenging to identify. The current longitudinal study explored the maternal cognitive model of relationships through language use, maternal mindfulness, and attachment style assessed prenatally, as predictors of maternal response to distress and infant behavior at 6 months' postpartum. Infant behavior to the mother also was examined to provide an understanding of the evolving relationship. Thirty-two females were interviewed prenatally regarding social and family experiences. At 6 months' postpartum, each mother participated in a video-recorded session where she was asked to teach her infant a developmentally appropriate task. Videos were analyzed using the NCAST Teaching Protocol. Language use prenatally as well as the mindfulness facets (acting with awareness and describing) predicted the mothers' ability to respond to infant distress, indicating greater attunement. Infant's response to mother and clarity of cues also were predicted by maternal pronoun use. The study highlights the role of internal working models reflective of interpersonal beliefs, cognitive models, and current-moment awareness in maternal behavior. The effect of maternal language on infant behavior arguably indicates the infant's integration of maternal internal working models.