Functional magnetic resonance imaging was used to link perforinance-related brain activity during two word encoding tasks to subsequent recognition for those words in young and older adults. There were no significant group differences in performance during encoding, but the young subjects performed better than the older at the recognition task. Performance-related brain networks strongly differed between the two groups. In young subjects, there were two networks associated with performance, one related to encoding (mainly involving premotor and parietal brain regions) and the other to recognition (involving middle frontal, and lateral and medial temporal regions), whereas the network for older subjects (including prefrontal, premotor, lateral and medial temporal regions) was associated both with encoding and recognition. Areas in this network strongly overlapped with those supporting recognition in the young subjects (e.g., medial temporal lobe), suggesting that older subjects may have recruited these areas to maintain performance during encoding. However, this reorganization of brain networks appears to have come at the cost of subsequent recognition.