The dependency of word processing on spare attentional resources has been debated for several decades. Recent research in the study of selective attention has emphasized the role of task load in determining the fate of ignored information. In parallel to behavioral evidence, neuroimaging data show that the activation generated by unattended stimuli is eliminated in task-relevant brain regions during high attentional load tasks. We conducted an fMRI experiment to explore how word encoding proceeds in a high load situation. Participants saw a rapid series of stimuli consisting of overlapping drawings and letter strings (words or nonwords). In different blocks, task instructions directed attention to either the drawings or the letters, and subjects responded to immediate repetition of items in the attended dimension. To look at the effect of attention on word processing, we compared brain activations for words and nonwords under the two attentional conditions. As compared to nonwords, word stimuli drove responses in left frontal, left temporal and parietal areas when letters were attended. However, although the behavioral measures suggested that ignored words were not analyzed when drawings were attended, a comparison of ignored words to ignored nonwords indicated the involvement of several regions including left insula, right cerebellum and bilateral pulvinar. Interestingly, word-specific activations found when attended and ignored words were compared showed no anatomical overlap, suggesting a change in processing pathways for attended and ignored words presented in a high attentional load task.