While mind-wandering (MW) and perseverative negative thinking (PNT) are considered problematic, recent work has unpacked both positive and negative aspects of MW. While mindfulness-based interventions (MBIs) reduce MW in general, it is unclear how MBIs affect specific kinds of MW, and how those changes impact well-being. We propose to examine the mechanisms of MW changes in a Koru Mindfulness intervention for college students, with the following aims: (1) Investigate changes in self-reported MW and distress; (2) Use EEG to show how MBI-related changes in MW are reflected in brain states related to self- and task-focus; and (3) Investigate whether changes in self-compassion moderate the impact of changes in MW on distress. Other questions of interest include: For MBIs to reduce distress, must people return to on-task thought as quickly as possible, or might there be room to savor protective styles of MW? Can shifts of activity in neural networks help explain the impact of MBIs on participants’ daily living? As the field has identified reduced PNT as an important mechanism of change in MBIs, clarifying the role of self-compassion promises to clarify crucial intervention targets for clinicians looking to reduce PNT in their clients, without losing the potential benefits of other ways that the mind wanders.