When observers search for multiple (rather than singular) targets, they are slower and less accurate, yet have better incidental memory for nontarget items encountered during the task (Hout & Goldinger, 2010). One explanation for this may be that observers titrate their attention allocation based on the expected difficulty suggested by search cues. Difficult search cues may implicitly encourage observers to narrow their attention, simultaneously enhancing distractor encoding and hindering peripheral processing. Across three experiments, we manipulated the difficulty of search cues preceding passive visual search for real-world objects, using a Rapid Serial Visual Presentation (RSVP) task to equate item exposure durations. In all experiments, incidental memory was enhanced for distractors encountered while participants monitored for difficult targets. Moreover, in key trials, peripheral shapes appeared at varying eccentricities off center, allowing us to infer the spread and precision of participants' attentional windows. Peripheral item detection and identification decreased when search cues were difficult, even when the peripheral items appeared before targets. These results were not an artifact of sustained vigilance in miss trials, but instead reflect top-down modulation of attention allocation based on task demands. Implications for individual differences are discussed. (PsycINFO Database Record (c) 2019 APA, all rights reserved).