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 3<sup>rd</sup>-, 4<sup>th</sup>-order of dispersion and quintic nonlinearity on the gain spectra of XMI is analyzed. It is shown that the 3<sup>rd</sup>-order dispersion has no effect on XMI and its gain spectra. With the increment of 4<sup>th</sup>-order dispersion, the gain spectra appear in higher frequency region (2nd spectrum region) and gain peaks become smaller.