The general objective is to understand how familiar concepts are encoded in memory during a brief experience and retrieved at later points in time. Our current working model assumes that the presentation of a familiar word activates its prestored representations as well as other related representations. These representations concern visual, phonemic, and meaning information and, therefore, they differ in type. Within types, there are differences in quantity. Familiar words activate few to many related representations, and the number activated is an important determinant of the likelihood of their later recall. The model specifies when and how implicitly activated and related concepts become encoded and how they influence retrieval. Hence, the model and the related data describe how prior knowledge about a familiar concept influences its memorability. The proposed project is focused on several broad areas: (1) Understanding the independent roles that visual, phonemic, and meaning information play in encoding and retrieval, (2) Understanding the role of prior knowledge and its role in remembering, (3) Exploring the influence of encoding context in determining what is encoded about the presented stimulus, (4) Investigating the nature of retrieval processes in recall and recognition. Our findings are relevant to understanding memory in normals, and have implications for theories of memory and for practitioners in the mental health field who rely on memory principles in their dealing with clients.