AbstractTwo experiments examined adult age differences in the use of memory to comprehend changes in everyday activities. Participants viewed movies depicting an actor performing activities on two fictive days in her life. Some activities were repeated across days, other activities were repeated with a changed feature (e.g., waking up to an alarm clock or a phone alarm), and a final set of activities was performed on Day 2 only. After a one-week delay, participants completed a cued recall test for the activities of Day 2. Unsurprisingly, exact repetition boosted final recall. More surprising, features that changed from Day 1 to Day 2 were remembered approximately as well as features that were only presented on Day 2—showing an absence of proactive interference and in some cases proactive facilitation. Proactive facilitation was strongly related to participants’ ability to detect and recollect the changes. Younger adults detected and recollected more changes than older adults, which in part explained older adults’ differential deficit in memory for changed activity features. We propose that this pattern may reflect observers’ use of episodic memory to make predictions during the experience of a new activity, and that when predictions fail, this triggers processing that benefits subsequent episodic memory. Disruption of this chain of processing could play a role in age-related episodic memory deficits.