The goal of the proposed research is to characterize the neural mechanisms underlying adaptive suppression of memory and memory-related judgments. Event-related fMRI will be used (a) to characterize the pattern of neural activity associated with encoding conditions that produce memory suppression, and (b) to identify which brain areas are predictive of successful memory suppression. Experiment 1 investigates the nature of illusory truth, in which perceivers have a difficult time suppressing their tendency to remember previously-presented statements as true. Experiment 2 directly tests some predictions, derived from my earlier work, about the role of selective rehearsal on the ability for subliminal cues to trigger standard directed forgetting effects. Finally, Experiment 3 attempts to bridge social psychology and cognitive neuroscience by examining how exposure to some social stimuli (e.g., pictures of elderly persons) can impact memory performance (an effect previously observed by Dijksterhuis, Aarts, Bargh, & van Knippenherg, 2000). We have adopted a functional imaging approach to these questions in order to examine specific predictions about the contributions of selective rehearsal and inhibition mechanisms in producing these suppression effects, tests of which are difficult or impossible to undertake in strictly behavioral research. We expect that against our current knowledge about the functional significance of many brain areas, these experiments will advance our understanding of the mechanisms giving rise to adaptive memory suppression, and not merely catalog the neural correlates of these effects.