This cross-sectional study of 70 breast cancer survivors examined relationships among social constraints, behavioral and self-report indicators of cognitive processing, depression, and well-being. On the basis of a social-cognitive processing (SCP) model, it was predicted that social constraints would inhibit cognitive processing of the cancer experience, leading to poorer adjustment. Constraints were positively associated with intrusions, avoidance, and linguistic uncertainty in cancer narratives. Greater uncertainty, intrusions, and avoidance, as well as less talking about cancer were associated with greater depression and less well-being. Intrusions partially mediated the positive constraints-depression relationship. Talking about cancer partially mediated the inverse avoidance-well-being relationship. Findings support the SCP model and the importance of using behavioral indicators of cognitive processing to predict positive and negative psychosocial outcomes of cancer.