The present study brings together methods of extensive reading studies and eye-movement research to track the cognitive effects of exposure frequency on vocabulary processing and learning. Forty-two advanced second language learners of English read a stage 1 graded reader, "Goodbye Mr. Hollywood," on a computer screen while their eye movements were recorded. The eye-tracking task was followed by comprehension questions and vocabulary posttests. Target vocabulary consisted of 20 pseudo words and 20 known words with a range of repetition from 1 to 30. Eye-movement data showed that readers spent more time on pseudo words than on familiar words and that fixation times decreased across encounters with more attention given to target words on early encounters. Repeated exposure supported form recognition but was not as significant for meaning recall and recognition. Total times spent on each encounter was positively associated with learning success in all vocabulary measures. The amount of attention, as reflected in total reading times on each pseudo word, positively predicted learning outcomes above and beyond the number of encounters. Results of the study add a cognitive dimension to the concept of engagement in lexical learning in the process of incidental learning from second language reading.