The present study investigated how cognitive factors, memory load and attention control, affected imitation of Thai tones by Mandarin speakers with no prior Thai experience. Mandarin speakers lengthened the syllable duration, enlarged the F0 excursion and moved some F0 max location earlier compared with the stimuli, even in the immediate imitation condition. Talker variability had a larger impact on imitation than memory load, whereas vowel variability did not have any effect. Perceptual assimilation patterns partially influenced imitation performance, suggesting phonological categorization in imitation and a perception-production link.