Based on the dispersive Drude model in metamaterials (MMs), coupled nonlinear Schodinger equations are derived for two co-propagating optical waves with higher-order dispersions and cubic-quintic nonlinearities. And modulation instabilities induced by the cross -phase modulation (XMI) are studied. The impact of 3rd-, 4th-order of dispersion and quintic nonlinearity on the gain spectra of XMI is analyzed. It is shown that the 3rd-order dispersion has no effect on XMI and its gain spectra. With the increment of 4th-order dispersion, the gain spectra appear in higher frequency region (2nd spectrum region) and gain peaks become smaller.