Memory (Cats song)

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"Memory" is a show tune composed by Andrew Lloyd Webber, with lyrics by Trevor Nunn based on poems by T. S. Eliot. It was written for the 1981 musical Cats, where it is sung primarily by the character Grizabella as a melancholic remembrance of her glamorous past and as a plea for acceptance. "Memory" is the climax of the musical and by far its best-known song, having achieved mainstream success outside of the musical. According to musicologist Jessica Sternfeld, writing in 2006, it is "by some estimations the most successful song ever from a musical."[1]

Elaine Paige originated the role of Grizabella in the West End production of Cats and was thus the first to perform the song publicly on stage. "Memory" was named the Best Song Musically and Lyrically at the 1982 Ivor Novello Awards.[2] In 2020, Jessie Thompson of the Evening Standard wrote, "Paige’s version set the standard and enabled Memory to become one of the most recognisable musical theatre songs of all time."[3]


In Cats, "Memory" is sung primarily by Grizabella, a one-time "glamour cat" who has fallen on hard times and is now only a shell of her former self.[4] For most of the musical, Grizabella is ostracized by her fellow Jellicle cats.[5] She sings a prelude version of "Memory" at the end of the first act, recalling the time before she became an outcast.[5][6]

Melodic fragments of "Memory" are then sung twice in a higher D major key by Jemima (also known as Sillabub), a young cat who is sympathetic to Grizabella's plight. The first instance occurs at the beginning of the second act after "The Moments of Happiness", and the second instance occurs near the end of the second act right before Grizabella's final appearance. As Grizabella returns near the end of the musical, she sings the full version of the song as she pleads for acceptance, with Jemima joining in briefly to urge her on.[6]

Conception and composition[edit]

Andrew Lloyd Webber originally composed the tune for a proposed Giacomo Puccini project that he later abandoned. Although the tune was intentionally written in the style of Puccini, Lloyd Webber was concerned that he had unknowingly lifted it from one of Puccini's works. He asked his father, a noted expert on Puccini, for his opinion on whether it sounded like one of the composer's works; according to Lloyd Webber, his father responded: "It sounds like a million dollars!"[7] Prior to its inclusion in Cats, the composition had also been earmarked for his early draft of Sunset Boulevard.[8]

The widow of Larry Clinton claimed that "Memory" was based on Clinton's "Bolero in Blue", which in turn was based on Maurice Ravel's Boléro. Musicologist John Snelson dismissed this claim, however, noting the difference in the phrasing between Boléro and "Memory": the former is long and continuous, while the latter is centered on a repeated tone and a "turnlike figure" to emphasize said tone. Snelson further argues that the chord progression (I-vi-IV-iii) and time signature (12
) in "Memory" are more akin to popular music of the time, suggesting a completely different origin than Boléro.[9]

Cats is based on a 1939 book of poems by T. S. Eliot, Old Possum's Book of Practical Cats, and the lyrics for "Memory" were adapted from Eliot's poems "Rhapsody on a Windy Night" and "Preludes" by the musical's director Trevor Nunn.[10] Lloyd Webber's former writing partners Don Black[11] and Tim Rice had also each submitted a lyric to the show's producers for consideration, although Nunn's version was favoured. Elaine Paige was given a different lyric to sing to the tune of "Memory" every night during previews for Cats.[8]

Phrases T. S. Eliot wrote in
"Rhapsody on a Windy Night"[12]
Adaptation by Trevor Nunn for Cats
Twelve o'clock Midnight
The moon has lost her memory Has the moon lost her memory?
She is alone She is smiling alone
Every street lamp that I pass
Beats like a fatalistic drum
Every street lamp seems to
beat a fatalistic warning
The street lamp sputtered
The street lamp muttered
Someone mutters and
a street lamp sputters
With all the old nocturnal smells The stale cold smell of morning
Memory! All alone with the memory
Sleep, prepare for life Look, a new day has begun

There are three key changes in "Memory" so as to keep the song within the comfortable range for a chest voice.[13] It starts off in the key of B-flat major, switches to G-flat major as Grizabella collapses, then changes again to D-flat major for the climax.[6] Lloyd Webber and Nunn wrote two versions of the song: one for the stage production and another for a single that Elaine Paige recorded. In the stage version, a section of the song is sung an octave higher by the kitten Jemima; the reasoning was that the low pitch (as sung by Grizabella in the single) would be difficult to hear in the live theatre setting and moreover, this duet would allow for a visual contrast between the innocent young kitten and the fallen Grizabella in the stage show. The stage version also features different lyrics as it was felt that a kitten would not sing about the same hard times as Grizabella.[13]

The first commercial release of "Memory" was an instrumental single performed by guitarist Gary Moore. It was released in early 1981 by MCA Records to promote Cats while the musical was still in development.[14] Paige heard this version driving home one evening and rushed into the house to record it from the radio, vowing to contact Lloyd Webber to insist on recording a vocal version of it. Before she was able to do so, the following morning he rang her to ask whether she would, at short notice, replace the injured Judi Dench as Grizabella in the London production of Cats. Paige later recalled that the opportunity to sing "Memory" was the principal reason for agreeing.

In the 2019 film adaptation featuring Jennifer Hudson as Grizabella, Jemima's soprano part was given to Victoria the White Cat.[15]

Elaine Paige version[edit]

Elaine Paige, who originated the role of Grizabella in the West End production of Cats, released a version of the song that was a Top 10 hit in the UK, peaking at No. 6 on the UK Singles Chart in July 1981.[16] The single recording was incorporated into the original London cast recording of the musical.

She re-recorded the song in 1998 for the video release of the musical. This version, featuring the theatre lyrics, reached #36 in the UK Singles Chart in October of that year.[16] Paige also recorded a version for her 1983 album Stages, produced by Tony Visconti. Live performances of "Memory", which is considered her signature song, are featured on her albums Performance, Live: Celebrating A Life On Stage, and I'm Still Here: Live at the Royal Albert Hall. She also performed the song for Andrew Lloyd Webber's 50th birthday concert, released on DVD as Andrew Lloyd Webber: Celebration, for the first Chinese concerts of his work, released on DVD as Andrew Lloyd Webber: Masterpiece. Paige sang it for the recording of This is Your Life (1994) focused on the composer, and the BBC's concert for his 60th birthday in Hyde Park, London, which was filmed but, as of 2020, has never been broadcast.[17]

Cover versions[edit]

"Memory" has been covered by numerous musical acts. By 2006, there were around 600 recorded versions of the song, ranging from easy listening to techno covers.[18]

Barbra Streisand version[edit]

Memory single cover.jpg
Single by Barbra Streisand
from the album Memories
B-side"Evergreen (Love Theme from A Star Is Born)"
ReleasedFebruary 1982
Songwriter(s)Andrew Lloyd Webber, T. S. Eliot, and Trevor Nunn
Producer(s)Andrew Lloyd Webber
Barbra Streisand singles chronology
"Comin' In and Out of Your Life"
"The Way He Makes Me Feel"

American singer, songwriter, actress and director Barbra Streisand recorded "Memory" (produced by Lloyd Webber himself) for her 1981 album Memories. When released as a single, Streisand's cover reached No. 52 on the Billboard Hot 100 chart and No. 9 on the Billboard adult contemporary chart in 1982. In the UK this version peaked at No. 34 the same year.[21] In Europe, it peaked at number one in Finland.


Chart (1981–1984) Peak
Austria (Ö3 Austria Top 40)[22] 14
Canadian Adult Contemporary (RPM)[23] 3
Finland (Suomen virallinen lista)[24] 1
France (SNEP)[25] 185
Netherlands (Single Top 100)[26] 19
New Zealand (Recorded Music NZ)[27] 4
South Africa (Springbok)[28] 8
Sweden (Sverigetopplistan)[29] 6
UK Singles (OCC)[30] 34
US Billboard Hot 100[31] 52
US Adult Contemporary (Billboard)[32] 9
US Cash Box Top 100 Singles[33] 48
West Germany (Official German Charts)[34] 30
Chart (2012) Peak
France (SNEP)[25] 185


  1. ^ Sternfeld 2006, pp. 113, 157
  2. ^ "The Ivors 1982". The Ivors. Archived from the original on 3 May 2019. Retrieved 23 May 2019.
  3. ^ a b c d "Memory covers ranked: From Elaine Paige's Cats debut to Nicole Scherzinger's take on the classic". Evening Standard. Retrieved 30 November 2021.
  4. ^ "Grizabella". Cats the Musical (official website). Archived from the original on 30 March 2019. Retrieved 30 March 2019.
  5. ^ a b "The Story of Cats". Cats the musical (official website). Archived from the original on 30 March 2019. Retrieved 30 March 2019.
  6. ^ a b c Sternfeld 2006, pp. 160–161
  7. ^ Lloyd Webber 2018, p. 310
  8. ^ a b McLamore 2017, pp. 414–415
  9. ^ Snelson 2004, pp. 173–174
  10. ^ Eliot et al. 1983, p. 9
  11. ^ Lloyd Webber 2018, pp. 332–333
  12. ^ T. S. Eliot, "Rhapsody on a Windy Night", Academy of American Poets. Retrieved 18 August 2017.
  13. ^ a b Lloyd Webber 2018, pp. 354–355
  14. ^ Lloyd Webber 2018, pp. 333–334
  15. ^ Universal Pictures (18 July 2019), CATS - Official Trailer [HD], archived from the original on 13 December 2021, retrieved 19 July 2019
  16. ^ a b "Elaine Paige – Full Official Chart History". Official Charts Company. Official Charts Company. Retrieved 20 January 2016.
  17. ^ "This Is Your Life (1994)". BFI. Retrieved 30 November 2021.
  18. ^ Sternfeld 2006, p. 163
  19. ^ Whitburn, Joel (2004). The Billboard Book of Top 40 Hits, 8th Edition (Billboard Publications), page 394.
  20. ^ Hyatt, Wesley (1999). The Billboard Book of No. 1 Adult Contemporary Hits (Billboard Publications), page 260.
  21. ^ "– Full Official Chart History". Official Charts Company. Official Charts Company. Retrieved 20 January 2016.
  22. ^ "Barbra Streisand – Memory" (in German). Ö3 Austria Top 40. Retrieved 13 September 2016.
  23. ^ "Adult Contemporary – Volume 36, No. 14 May 15, 1982". RPM. 17 July 2013.
  24. ^ Pennanen, Timo (2021). "Barbra Streisand". Sisältää hitin - 2. laitos Levyt ja esittäjät Suomen musiikkilistoilla 1.1.1960–30.6.2021 (PDF) (in Finnish). Helsinki: Kustannusosakeyhtiö Otava. p. 248. Retrieved 7 July 2022.
  25. ^ a b "Barbra Streisand – Memory" (in French). Les classement single. Retrieved 13 September 2016.
  26. ^ "Barbra Streisand – Memory" (in Dutch). Single Top 100. Retrieved 13 September 2016.
  27. ^ "Barbra Streisand – Memory". Top 40 Singles. Retrieved 13 September 2016.
  28. ^ "SA Charts 1965–March 1989". Retrieved 5 September 2018.
  29. ^ "Barbra Streisand – Memory". Singles Top 100. Retrieved 13 September 2016.
  30. ^ "Official Singles Chart Top 100". Official Charts Company. Retrieved March 6, 2016.
  31. ^ "Barbra Streisand Chart History (Hot 100)". Billboard. Retrieved 13 September 2016.
  32. ^ "Barbra Streisand Chart History (Adult Contemporary)". Billboard. Retrieved March 3, 2016.
  33. ^ "Cash Box Top 100 Singles - Week Ending April 3, 1982". Cash Box. Retrieved 31 August 2022.
  34. ^ " – Barbra Streisand – Memory". GfK Entertainment charts. Retrieved 13 September 2016.

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