Previous research has shown that actors recall text with word-for-word fidelity by using a type of meaning-based learning strategy that usually results only in retention of the gist (Noice, 1993). Six actors generated think-aloud protocols while studying a theatrical script. Analysis of these protocols indicated that the actors' application of their strategy required minute attention to the exact wording, punctuation, etc. in order to derive the deep meaning they require for interpretation and performance. A think-aloud protocol of the well-known mnemonist, Harry Lorayne, was collected for the same theatrical script. Although the strategies of the actors and the mnemonist were totally different, they appear to be dependent on the same underlying processes. An additional finding was that, although the mnemonist employed imagery-mediation (usually used for learning discrete items), he had devised an original variation capable of yielding verbatim retention. The reasons why mnemonic devices might be useful to actors in certain situations are discussed.