ABSTRACT An effect is reported of a level-of-processing manipulation on the between-sequence semantic similarity effect, the finding that the correct recall of visually-presented target items is disrupted more by the presence of to-be-ignored auditory items (distracters) drawn from the same as compared to a different semantic category. Participants engaged in either a vowel-counting task (shallow-processing) or a pleasantness-rating task (deep-processing) on lists during study. The between-sequence semantic similarity effect was observed in the deep-processing but not shallow-processing condition. Thinking about meaning therefore yielded susceptibility to disruption via the semantic properties of the irrelevant material. Intrusions of related distracters were found with both deep and shallow-processing, but shallow-processing resulted in more intrusions. We propose a two-process account of these findings wherein distracters have independent effects on response-generation and source-monitoring.