Prior research has shown memory is enhanced for emotional events. Key brain areas involved in emotional memory are the amygdala and hippocampus, which are also recruited during aversion and its anticipation. This study investigated whether anticipatory processes signaling an upcoming aversive event contribute to emotional memory. In an event-related functional MRI paradigm, 40 healthy participants viewed aversive and neutral pictures preceded by predictive warning cues. Participants completed a surprise recognition task directly after functional MRI scanning or 2 weeks later. In anticipation of aversive pictures, bilateral dorsal amygdala and anterior hippocampus activations were associated with better immediate recognition memory. Similar associations with memory were observed for activation of those areas in response to aversive pictures. Anticipatory activation predicted immediate memory over and above these associations for picture viewing. Bilateral ventral amygdala activations in response to aversive pictures predicted delayed memory only. We found that previously reported sex differences of memory associations with left amygdala for women and with right amygdala for men were confined to the ventral amygdala during picture viewing and delayed memory. Results support an established animal model elucidating the functional neuroanatomy of the amygdala and hippocampus in emotional memory, highlight the importance of anticipatory processes in such memory for aversive events, and extend neuroanatomical evidence of sex differences for emotional memory.aversion ͉ expectancy ͉ functional MRI ͉ neuroimaging ͉ recognition memory M emories for emotional events are more persistent and vivid than other memories (1-3). Previous research has shown that the amygdala and hippocampus are necessary for the enhanced memory observed for emotional material and contexts (4-12). Recent neuroimaging studies have shown that amygdala and hippocampus activation during encoding of emotional stimuli is related to better recollection of those stimuli (13-23). Other studies have shown that these areas already are recruited in anticipation of aversive emotional stimuli (24-29). Moreover, emotional arousal and emotional influences on attention and perception, which are emphasized in the literature on emotional memory (2-7, 30, 31), are key features of anticipating aversion. Specifically, the anticipation of aversive events is associated with heightened arousal, as indexed by startle (25,(32)(33)(34)(35) and the modulation of perception and attention (36-39) that, in turn, is important for memory encoding (40-42).The present functional MRI (fMRI) study tested whether activation of the amygdala and hippocampus during the anticipation of aversive events is related to subsequent memory of these events. Based on previous findings in our laboratory (24), we expected the dorsal amygdala and anterior hippocampus to be activated both in anticipation of and response to aversive pictures, consistent with the idea that there is one system that governs ...