A common complaint of normal aging is the increase in word-finding failures such as tip-of-the-tongue states (TOTs). Behavioral research identifies TOTs as phonological retrieval failures, and recent findings [Shafto, M. A., Burke, D. M., Stamatakis, E. A., Tam, P., & Tyler, L. K. On the tip-of-the-tongue: Neural correlates of increased word-finding failures in normal aging. Journal of Cognitive Neuroscience, 19, 2060-2070, 2007] link age-related increases in TOTs to atrophy in left insula, a region implicated in phonological production. Here, younger and older adults performed a picture naming task in the fMRI scanner. During successful naming, left insula activity was not affected by age or gray matter integrity. Age differences only emerged during TOTs, with younger but not older adults generating a "boost" of activity during TOTs compared to successful naming. Older adults also had less activity than younger adults during TOTs compared to "don't know" responses, and across all participants, less TOT activity was affiliated with lower gray matter density. For older adults, lower levels of activity during TOTs accompanied higher TOT rates, supporting the role of an age-related neural mechanism impacting older more than younger adults. Results support a neural account of word retrieval in old age wherein, despite widespread age-related atrophy, word production processes are not universally impacted by age. However, atrophy undermines older adults' ability to modulate neural responses needed to overcome retrieval failures.