The ability to encode, store, and retrieve information requires numerous cognitive processes. Identifying those critical for successful memory performance has long been a goal of psychologists and neuroscientists. In this presentation I will discuss the brain changes that accompany aging, and how these impact our ability to think, communicate and remember. I will review evidence from cognitive experiments, neuroimaging data, and studies of normal aging, that pinpoint critical processes, and brain regions, important for enabling contextually-rich high-quality memories and recollections of the past. I will also review the role of cardiovascular health and depressive symptoms on memory as our recent work suggests these also play a crucial and unique role in explaining individual differences in memory performance in healthy older adults.