The current study investigates whether younger adults process distraction semantically and how age influences the level of distraction processing. In a first experiment, younger adults’ processing of distraction was examined by comparing implicit and explicit memory for that distraction. Then, in a second experiment, younger and older adults’ semantic processing of distractors was directly tested by examining memory for distractors on a conceptually based category-generation task. Younger adults showed equivalent implicit and explicit distractor memory in the first experiment and no conceptual priming for distractors on the category-generation task of the second experiment. Older adults, on the other hand, showed reliable conceptual priming for distractors, and the effect was significantly correlated with age in that group. The results collectively suggest that older, but not younger, adults engage in elaborate processing of irrelevant information, and that this effect is possibly tied to inhibitory control abilities that tend to decrease with age.