Adults learned the meanings of rare words (e.g., gloaming) and then made meaning judgments on pairs of words. The 1st word was a trained rare word, an untrained rare word, or an untrained familiar word. Event-related potentials distinguished trained rare words from both untrained rare and familiar words, first at 140 ms and again at 400-600 ms after onset of the 1st word. These results may point to an episodic memory effect. The 2nd word produced an N400 that distinguished trained and familiar word pairs that were related in meaning from unrelated word pairs. Skilled comprehenders learned more words than less skilled comprehenders and showed a stronger episodic memory effect at 400-600 ms on the 1st word and a stronger N400 effect on the 2nd word. These results suggest that superior word learning among skilled comprehenders may arise from a stronger episodic trace that includes orthographic and meaning information and illustrate, how an episodic theory of word identification can explain reading skill.