The shift of attention from external stimuli toward task-unrelated thoughts (TUTs), or mind-wandering, has been shown to disrupt encoding and subsequent retrieval of information. The present study examined how TUT during encoding affects memory for visual scenes that vary in memorability, an intrinsic stimulus property reflecting the likelihood of recognition across individuals. In Experiment 1, participants studied images of high or low memorability while intermittently reporting their attentional state. A subsequent recognition test revealed independent effects of mind-wandering and memorability on memory performance: TUT during encoding was associated with lower recognition accuracy and high memorability images were better recognized than low memorability images, but there were no interactions. In Experiment 2, we extended this paradigm to free recall using a novel drawing-based methodology. Participants studied and later drew scenes from memory, with recall quantified as the proportion of objects drawn relative to a perception baseline. The results showed that TUT impaired free recall while memorability enhanced free recall. Further evidence suggested that memorability only conferred a benefit to free recall when images were encoded during an on-task state. These findings indicate that both attentional state and image memorability are positively associated with recognition and recall. Although these two factors independently impact recognition, there is some indication that they may interact for recall, suggesting a need for focused attention to harness the mnemonic benefits of highly memorable stimuli.