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   There is growing evidence that L2 learners pick up new words while viewing video but little is known about the role of individual differences. This study explores incidental learning after the viewing of a French documentary containing 15 pseudowords and investigates whether learning is moderated by participants’ prior vocabulary knowledge and working memory. Sixty-three higher-intermediate learners of French participated in this study. Prior vocabulary knowledge was measured by means of a French meaning recognition test. Participants also took a forward digit-span (phonological shortterm memory), a backward digit-span, and an operation-span task (complex working memory). After viewing the video, four surprise vocabulary tests on form and meaning were administered. Results revealed that learning gains occurred at the level of form and meaning recognition. Vocabulary knowledge was positively related to picking up new words from video. Complex working memory correlated with the recognition tests showed more incidental learning gains for learners with higher complex working memory.