In this chapter we explore how motivation affects what we learn and subsequently remember. Our memories are not a perfect record of every event in our lives, meticulously recorded and replayed precisely whenever we desire. They are quite the opposite: Memories are selective, flexible, and change over time. Neurobiologically, how a memory is encoded in our brains and later consolidated is influenced by our motivational state. Here we first review foundational research on motivation and describe how it affects learning and memory. We then describe exciting discoveries emerging within the past decade demonstrating that different motivational states engage distinct neuroanatomical networks, which modulate the shape and form of memory. In the conclusion of this chapter we note opportunities to leverage human motivation and tailor what we learn to help us adapt and grow, with profound implications for education and clinical treatments.