Two experiments were performed to investigate the effects of noise-induced arousal on immediate recall of visually presented paired-associate adjectives. Results of Expt. I suggest that the established finding that high arousal during learning impairs immediate recall is probably an artifact produced by the standard experimental technique of randomizing list order for each anticipation trial. When order is maintained over successive anticipation trials lists are better learned in noise, indicating that order cues receive heavier weighting in that situation. In a second experiment, which employs an A-B-A retroactive inhibition (RI) paradigm, RI is less when noise is present during the learning of list A, and greater when noise is present during the learning of list B. The results from the two experiments are interpreted as demonstrating increased processing of input in states of high arousal (as produced by temporary changes in environmental stimulation).