Over the past two decades, holistic and systemic approaches to second language development have begun to draw the attention of scholars in the field of SLA. These studies are primarily informed by complexity theory, which emerged from the general systems theory. General systems theory, however, has another important theoretical offshoot in social sciences, namely autopoietic systems theory. An investigation of conceptual tools drawn from the latter theory has been absent in the field of second language education. This paper seeks to explore how systemic thinking has improved the field’s understanding of the complexity of the L2 development. It then explores the possibilities for incorporating autopoietic systems theory into complexity thinking to better understand the dynamics of L2 development at personal and social levels. Finally, it will highlight two insights from a systemic analysis of language development in L2 classroom groupings. These insights build on each other to describe L2 development from a systemic perspective. By exploring and bringing together these theoretical perspectives, this paper hopes to shed light on how complexity theory can provide a systemic description of L2 development.