A color-naming task was followed by incidental free recall to investigate how emotional words affect attention and memory. We compared taboo, nonthreatening negative-affect, and neutral words across three experiments. As compared with neutral words, taboo words led to longer color-naming times and better memory in both within- and between-subjects designs. Color naming of negative-emotion nontaboo words was slower than color naming of neutral words only during block presentation and at relatively short interstimulus intervals (ISIs). The nontaboo emotion words were remembered better than neutral words following blocked and random presentation and at both long and short ISIs, but only in mixed-list designs. Our results support multifactor theories of the effects of emotion on attention and memory. As compared with neutral words, threatening stimuli received increased attention, poststimulus elaboration, and benefit from item distinctiveness, whereas nonthreatening emotional stimuli benefited only from increased item distinctiveness.