Mind-wandering and boredom are common phenomena, characterized by shifts in attention and difficulties in sustaining focus. Despite extensive research on the costs and benefits of these states, our understanding of the relationship between mind-wandering, boredom, attention, and memory remains limited. In the proposed study, we wish to examine the impact that mind-wandering and boredom during encoding have on recognition. In particular, we seek to investigate what impact mind-wandering and boredom have during the encoding of visual material on the pupil old/new effect at recognition of the same material. We will use an incidental memory task and measure mind-wandering and boredom with thought probes during encoding. Furthermore, we will use the pupil old/new effect assessed via eye-tracking as a measure of recognition. Will old stimuli encoded during mind-wandering and boredom elicit the same pupillary response as new stimuli, or will the pupil, during recognition, still recognize the stimulus as an old one? We predict that the encoding of stimuli during mind-wandering and boredom reduces the pupil old-new effect, in other words, we expect the difference between the pupil size during old and new stimuli to be diminished. Furthermore, we expect mind-wandering to be a better predictor than boredom.