The likelihood of false recall in the Deese-Roediger-McDermott (DRM) paradigm was shown to depend on encoding context in two experiments. When fillers had been pre-selected to decrease the likelihood of encoding the critical lure’s semantic features, false recall was virtually eliminated. However, presenting the same words rearranged in different presentation orders replicated earlier levels of false recall of DRM studies (Robinson & Roediger, 1997). The role of encoding processes in the DRM paradigm was further explored with additional participants completing the experiment while thinking aloud. During encoding of word lists, participants verbalized semantic elaboration of the critical lure while studying the word lists. A path analysis demonstrated that participants’ verbalization of critical lures during encoding reliably predicted their level of false recall.