Event-related fMRI was used to evaluate the effect of printed word frequency on the subsequent recognition of words incidentally encoded while 16 healthy right-handed volunteers performed living/nonliving judgments. Semantic judgment took longer for low-frequency words. These words were more accurately recognized than high-frequency words at later testing. Low-frequency words were also associated with relatively greater left prefrontal, left fusiform gyrus, and anterior cingulate activation. Words that were subsequently recognized were associated with greater activation in the left prefrontal region compared to those that were forgotten. These findings suggest the specific brain regions where less commonly encountered words are processed in a manner that facilitates their subsequent recognition.