According to the modulation hypothesis, arousal is the crucial factor in the emotional enhancement of memory (EEM). However, the multifactor theory of the EEM recently proposed that cognitive characteristics of emotional stimuli, e.g., relatedness and distinctiveness, also play an important role. The current study aimed to investigate the individual contribution of arousal to the neural correlates of the EEM by controlling for these additional cognitive factors. We observed the characteristic neuronal correlates of the EEM, in particular enhanced activity in the amygdala and hippocampus, which provides evidence for an arousal-driven EEM in the amygdala as proposed by the modulation hypothesis.Emotionally arousing events are usually better remembered than neutral ones (emotional enhancement of memory [EEM]). The modulation hypothesis of the EEM proposes that the basolateral amygdala enhances hippocampal consolidation of arousing stimuli via noradrenergic projections (Cahill and McGaugh 1998;McGaugh 2004). Consistent with the time scale of consolidation, the EEM is observed to be more pronounced and consistent after longer retention intervals (Kleinsmith and Kaplan 1963;Sharot and Yonelinas 2008). However, arousing items are often better remembered immediately after encoding as well, which cannot be explained by more efficient consolidation (Talmi et al. 2008).Therefore, it was recently proposed that the EEM is additionally driven by memory enhancing cognitive characteristics of emotional stimuli, i.e., their distinctiveness, semantic relatedness, and deployment of selective attention. As predicted by this hypothesis, the immediate EEM is substantially reduced when the relative distinctiveness of emotional stimuli in a neutral context is removed by presenting pure lists of emotional and neutral items (Schmidt and Saari 2007;Talmi et al. 2007a). In addition, matching the semantic relatedness of the emotional and neutral stimuli by using categorized neutral items diminishes the immediate EEM (Manning and Julian 1975;Dewhurst and Parry 2000;Talmi and Moscovitch 2004;Buchanan et al. 2006;Talmi et al. 2007a). Importantly, controlling for both factors by using pure lists of categorized items eliminates the immediate behavioral EEM (Talmi et al. 2007a). On the other hand, a purely arousal-driven long term EEM could be observed after a 1 wk retention interval (Anderson et al. 2006). Finally, enhanced selective attention for emotionally arousing stimuli seems to play a more complex but less substantial role that may be valence specific (Kensinger and Corkin 2004;Sharot and Phelps 2004;Kern et al. 2005;Talmi et al. 2007b). The derived multifactorial theory of the EEM proposes that, on the one hand, emotional arousal directly modulates amygdala-driven consolidation but, on the other hand, enhances encoding mediated by the aforementioned cognitive factors (Talmi et al. 2007b).The neural correlates of the EEM are commonly explored by contrasting brain activity during the successful encoding of arousing versus neutral stimuli (...