Higher-order Theory of Mind or Memory for Complex Content. Complex social interaction may require an ability to infer and understand the thoughts of other social agents (‘Theory of Mind', ToM). Since humans are an incredibly social species, a highly developed ability to infer recursive thoughts about thoughts might be expected. For example, thoughts about others' thoughts about others' thoughts, etc. Indeed, it has been reported that normal, healthy adults show no decrease in performance in ToM ability up to 5^th-order thoughts about thoughts (Lewis, et al., presentation at CNS Meeting 2009). However, these results are potentially confounded by memory ability and may not be replicable. The current study tests whether or not ToM ability is confounded by content memory and question complexity, in a sample of Native and Non-Native English speakers, using methods adapted from previous work (e.g., Dunbar, 1988). Participants read a series of vignettes describing common social situations, and then answer True or False questions that either contain ToM content or are of comparable difficulty but contain no reference to ToM. We found that, regardless of English-speaking status, ToM ability reflects one's ability to understand complex content and that people do not have a special ability to infer higher-order theory of mind beyond memory for stimulus content. The present results cast doubt on previous findings that humans are especially good at inferring ToM from narrative stimuli.