Judgments of frequency for targets (old items) and foils (similar; dissimilar) steadily increase as the number of times a target is studied increases, but discrimination of targets from similar foils does not steadily improve, a phenomenon termed registration without learning (D. L. Hintzman & T. Curran, 1995; D. L. Hintzman, T. Curran, & B. Oppy, 1992). The present experiment explores this phenomenon with words of differing normative word frequency. The retrieving-effectively-from-memory model (REM; R. M. Shifrrin & M. Steyvers, 1997, 1998) predicts that low-frequency words will be better recognized than high-frequency words because low-frequency words have more distinctive memory representations. A corollary of this assumption predicts that the typical recognition word-frequency effect will be disrupted when similar foils are tested. These predictions were confirmed, but to fit both the recognition and the judgment-of-frequency data, the authors used a "dual-process" extension of the REM model.