Objective: To investigate the association between overeating (without loss of control) and binge eating (overeating with loss of control) and adverse outcomes. Design: Prospective cohort study. Setting: Adolescents and young adults living throughout the United States. Participants: Sixteen thousand eight hundred eighty-two males and females participating in the Growing Up Today Study who were 9 to 15 years old at enrollment in 1996. Main Exposure: Overeating and binge eating assessed via questionnaire every 12 to 24 months between 1996 and 2005. Main Outcome Measures: Risk of becoming overweight or obese, starting to binge drink frequently, starting to use marijuana, starting to use other drugs, and developing high levels of depressive symptoms. Generalized estimating equations were used to estimate associations. All models controlled for age and sex; additional covariates varied by outcome. Results: Among this large cohort of adolescents and young adults, binge eating was more common among females than males. In fully adjusted models, binge eating, but not overeating, was associated with incident overweight/obesity (odds ratio, 1.73; 95% CI, 1.11-2.69) and the onset of high depressive symptoms (odds ratio, 2.19; 95% CI, 1.40-3.45). Neither overeating nor binge eating was associated with starting to binge drink frequently, while both overeating and binge eating predicted starting to use marijuana and other drugs. Conclusions: Although any overeating, with or without loss of control, predicted the onset of marijuana and other drug use, we found that binge eating is uniquely predictive of incident overweight/obesity and the onset of high depressive symptoms. These findings suggest that loss of control is an important indicator of severity of overeating episodes.