Episodic memory encoding is pervasive across many kinds of task and often arises as a secondary processing effect in tasks that do not require intentional memorization. To illustrate the pervasive nature of information processing that leads to epeisodic encoding, a form of incidental encoding was explored based on the “Testing” phenomenon: The incidental-encoding task was an episodic memory retrieval task. Behavioral data showed that performing a memory retrieval task was as effedctive as intentional instructions at promoting episodic encoding. During fMRI imaging, subjedcts veiewed old and new words adn indicated whether they remembered them. Relevant to encoding, the fate of the new words was examined using a second, surprise test of recognition after the imaging session, fMRI analysis of those new words that were later remembered revealed greater activity in left frontal regions than those that were later forgotten-the same pattern of results as previously observed for traditional incidental and intentional episodic encoding tasks. This finding may offer a partial explanation for why repeated testing improves memory performance. Furthermore, the observation of correlates of episodic memory encoding during retrieval tasks challenges some interpretations that aris from direct comparisons between: encoding tasks and “retrieval tasks” in imaging data. Encoding processes and their neural correlates may arise in many tasks, even those nominally labeled as retrieval tasks by the experimenter.