There is a transitional period between preschool and first grade during which children develop from reliance on instructions to self-sufficient, spontaneous retrieval. Past research has revealed that retrieval instructions are vital to preschoolers' retention of paired-associates. Preschool and kindergarten children were presented with a mixed-list of 20 paired-associate pictures to learn. Ten of the 20 pairs depicted 2 nouns as interacting in an uncommon or bizarre (funny) manner with one another whereas the other 10 pictures depicted component nouns as normally (nonfunnily) interacting. Type and timing of instructions to learn the paired-associates were manipulated. Funny-group subjects were provided with encoding instructions highlighting the silliness quality of the pictures. Nonfunny-group subjects were provided with encoding instructions which concentrated on the interactive aspects of the pictures. A control group was told to remember the pictures “really hard.” For the former two instructional groups, half of each group served as a control during test-time. These control groups were told to try really hard to remember the pictures. The experimental halves of these groups were given elaborative retrieval instructions at test-time, dependent upon their r e encoding instructions. Reference to the funny pictures was provided for half the Funny group whereas reference to the normal interaction was given to half the Nonfunny group. This study revealed that elaborative instructions do not enhance memory for paired-associates over non-elaborative or control instructions. These preschoolers did not exhibit retrieval deficiencies though control retrieval instructions may have provided sufficient information to enhance memory. As well, non bizarre (nonfunny) interactive pictures were remembered better than bizarre (funny) interactive pictures. / M.S.