Asked to memorize a list of semantically related words, participants often falsely recall or recognize a highly related semantic associate that has not been presented (the critical lure). Does this false memory phenomenon depend on intentional word reading and learning? In Experiment 1, participants performed a color identification task on distractor words from typical false memory lists. In Experiment 2, participants read the same words. In both experiments, the primary task was followed by a surprise recognition test for actually presented and unpresented words, including the critical lures. False alarms to critical lures were robust and quite equivalent across the two experiments. These results are consistent with an activation/monitoring account of false memory, in which processing of semantic associates can evoke false memories even when that processing is incidental.