In three experiments,we examined the relationship between orthographic andphonological distinctiveness and incidental recall. In each experiment, participants were given a surprise free recalltest after they read words aloud as quickly and accurately as possible. The pattern of results replicated those reported in Cortese, Watson, Wang, and Fugett (2004) for intentional and explicit free recall and recognition memory tasks in which items were read silently. Specifically, we found that phonological-to-orthographic neighborhood size influenced recall performance,whereas orthographic-to-phonologicalconsistency and phonological-to-orthographic consistency did not Also, we failed to replicate the orthographic-to-phonological consistency effect reported by Hirshman and Jackson (1997), and argue that their results were due to a confounding of consistency with phonological neighborhood size. Our results suggest that the processing of words sharing both orthography and phonology with a large number of words produces interference that reduces one's ability to remember them.