This study tested a model linking sensitivity to punishment (SP) and reward (SR) to marijuana use and problems via affect lability and poor control. A 6-month prospective design was used in a sample of 2,270 young-adults (64% female). The hypothesized SP × SR interaction did not predict affect lability or poor control, but did predict use likelihood at baseline. At low levels of SR, SP was associated with an increased likelihood of abstaining, which was attenuated as SR increased. SP and SR displayed positive main effects on both affect lability and poor control. Affect lability and poor control, in turn, mediated effects on the marijuana outcomes. Poor control predicted both increased marijuana use and, controlling for use level, greater intensity of problems. Affect lability predicted greater intensity of problems, but was not associated with use level. There were few prospective effects. SR consistently predicted greater marijuana use and problems. SP however, exhibited both risk and protective pathways. Results indicate that SP is associated with a decreased likelihood of marijuana use. However, once use is initiated SP is associated with increased risk of problems, in part, due to its effects on both affect and behavioral dysregulation.