It is well-established that poor readers exhibit deficits in paired associate learning (PAL), and there is increasing evidence for a phonological locus of these deficits. However, it remains unclear whether poor performance stems from difficulties specific to the phonological output system or difficulties that affect both phonological input and output processes. Understanding these deficits is important not only in the context of PAL but also for informing broader theories of typical and atypical reading development. We developed a novel paradigm that allowed us to assess PAL in the presence and absence of phonological output demands. In total, 14 poor readers and 14 age-matched controls were first trained to criterion in verbal-visual PAL before being tested in the visual-verbal direction. The results showed that poor readers learned at the same rate as controls in verbal-visual PAL, even when the nonword stimuli were phonologically confusable. Yet, despite having reached the same criterion as controls in verbal-visual PAL, poor readers exhibited robust impairments for those same paired associates in visual-verbal PAL. The overall pattern of results is most consistent with the conclusion that PAL deficits reflect impairments to the phonological output system; however, results that may challenge this interpretation are also discussed.