To explore why noise has reliable effects on delayed recall in a certain text-reading task, this episodic memory task was employed with other memory tests in a study of road traffic noise and meaningful but irrelevant speech. Context-dependent memory was tested and self-reports of affect were taken. Participants were 96 high school students. The results showed that both road traffic noise and meaningful irrelevant speech impaired recall of the text. Retrieval in noise from semantic memory was also impaired. Attention was impaired by both noise sources, but attention did not mediate the noise effects on episodic memory. Recognition was not affected by noise. Context-dependent memory was not shown. The lack of mediation by attention, and road traffic noise being as harmful as meaningful irrelevant speech, are discussed in relation to where in the input/storing/output sequence noise has its effect and what the distinctive feature of the disturbing noise is.