This study examined the effects of three stimulus variables and background music on paired-associate learning of foreign language (FL) vocabulary. The stimulus variables were the frequency and concreteness of the native language (L1) words and the (phonotactical) typicality of the FL words. Sixty-four L1-FL pairs were presented for learning six times, followed by a recall test after the second, fourth, and sixth learning round. A fourth recall test took place 1 week later. Typical FL words, FL words paired with frequent L1 words, and FL words paired with concrete L1 words were learned better than atypical FL words and FL words paired with infrequent and abstract L1 words, respectively. More learning occurred in the music condition than in the silent condition. The results are interpreted in terms of differences between memory representations of L1 words, differences in the phonological coding enabled by the FL words, and individual learner differences.