Past experience provides a rich source of predictive information about the world that could be used to guide and optimize ongoing perception. However, the neural mechanisms that integrate information coded in long-term memory (LTM) with ongoing perceptual processing remain unknown. Here, we explore how the contents of LTM optimize perception by modulating anticipatory brain states. By using a paradigm that integrates LTM and attentional orienting, we first demonstrate that the contents of LTM sharpen perceptual sensitivity for targets presented at memory-predicted spatial locations. Next, we examine oscillations in EEG to show that memory-guided attention is associated with spatially specific desynchronization of alpha-band activity over visual cortex. Additionally, we use functional MRI to confirm that target-predictive spatial information stored in LTM triggers spatiotopic modulation of preparatory activity in extrastriate visual cortex. Finally, functional MRI results also implicate an integrated cortical network, including the hippocampus and a dorsal frontoparietal circuit, as a likely candidate for organizing preparatory states in visual cortex according to the contents of LTM. O ur expectations shape how we see the world. From the earliest pioneers in perception (e.g., ref. 1), it has long been appreciated that past experience guides perceptual processing and decision-making. Indeed, the statistical regularities of the environment, extracted over past experience and coded in longterm memory (LTM), provide a rich source of predictive information that could be exploited to optimize perception for goal-directed behavior (2-4).Studies of selective attention provide an important framework for understanding the dynamic changes in neural processing that optimize perceptual analysis for goal-specific input. In particular, influential theories suggest that modulations in baseline neural activity in sensory cortex bias perceptual processing in favor of behaviorally relevant information (5-7). For example, a cue stimulus that provides information about the likely location of a target triggers a shift in baseline activity for neurons that represent the cued position (8-11), thereby increasing the neural sensitivity for subsequent stimulation at the attended region of space (10, 11). However, in everyday life, we rarely enjoy the benefit of explicit cues to guide our attention. More typically, we must rely on our own past experiences, stored in LTM, to build the predictions that shape perception for goal-directed behavior.Despite the obvious biological relevance of experience-based perceptual biasing, few studies have directly examined how memory influences attentional control. Studies of contextual cueing (2) demonstrate a close relationship between past experience and visual search efficiency: search times decrease with repeated exposure to the same stimulus configurations, even when repetitions are not explicitly processed (12). Contextual cueing effects are particularly compelling for detail-rich naturalistic scen...