The present study examined the impact of mind-wandering and distraction in silent and noisy studying environments and how individual differences in working memory capacity offered resistance to these two distinct forms of attention failure. Two groups of participants read a text in different environments and answered reading comprehension questions. While reading, thought probes asked participants to indicate the current focus of their attention. Results showed that the relationship between working memory capacity and reading comprehension was partially driven by resistance to mind-wandering in the silent condition and by resistance to external distraction in the noise condition. The findings support the distinction between mindwandering and external distraction, two separate yet related types of attention failure that impact task performance. Further, executive abilities seem to offer resistance to these two types of attention failure differentially depending on the context. At any point in time, several sources of information compete for an individual's limited focus of attention. Usually, the individual's goals determine how attention is allocated to these sources. However, irrelevant and distracting sources of information sometimes enter the focus of attention, drawing thoughts away from the individual's goals and negatively impacting task completion. Sometimes, the irrelevant source of information is the individual's own internal thought processes that stray from goal-relevant thoughts. This is typically referred to as mind-wandering. Other times, the individual's attention can be drawn to irrelevant external information (e.g., sights, sounds, and physical sensations), which is typically referred to as external distraction. One setting in which mind-wandering and external distraction can be particularly disruptive is studying-attempting to commit information to memory for later recall. Unsworth, McMillan, Brewer, and Spillers (2012) found that, among college students, two of the most common forms of everyday attention failures were mind-wandering and distraction while studying. Depending on the studying environment, mindwandering and distraction may occur with different frequencies. The present study sought to understand the roles of mind-wandering and distraction in differing studying environments and how the previously mentioned factors work to attenuate task-irrelevant thoughts to maximize performance. More specifically, do mind-wandering and distraction occur in a context-specific manner? Further, do individual differences in executive abilities (e.g., working memory capacity) offer resistance to these two types of attention failure differentially depending on the context? Testing individuals' comprehension of learned material is a frequent method of evaluating ability and proficiency in a variety of settings, especially education. The ability to read, encode, understand, and recall information is thus used as a metric for success in these settings. Therefore, it is important for individuals to effective...