"Memory", often incorrectly called "Memories", is a show tune from the 1981 musical Cats. It is sung by the character Grizabella, a one-time glamour cat who is now only a shell of her former self. The song is a nostalgic remembrance of her glorious past and a declaration of her wish to start a new life. Sung briefly in the first act and in full near the end of the show, "Memory" is the climax of the musical, and by far its most popular and well-known song. Its writers Andrew Lloyd Webber and Trevor Nunn received the 1981 Ivor Novello award for Best Song Musically and Lyrically.
The lyric, written by Cats director Trevor Nunn, was based on T. S. Eliot's poems "Preludes" and "Rhapsody on a Windy Night". Andrew Lloyd Webber's former writing partner Tim Rice and contemporary collaborator Don Black submitted a lyric to the show's producers for consideration, although Nunn's version was favoured. Elaine Paige has said that she sang a different lyric to the tune of "Memory" for the first ten previews of Cats.
Composer Lloyd Webber feared that the tune sounded too similar to Ravel's Bolero and to a work by Puccini, and also that the opening – the haunting main theme – closely resembled the flute solo (improvised by Bud Shank in the studio) from The Mamas & the Papas' 1965 song "California Dreamin'". He asked his father's opinion; according to Lloyd Webber, his father responded "It sounds like a million dollars!"
Prior to its inclusion in Cats, the tune was earmarked for earlier Lloyd Webber projects, including a ballad for Perón in Evita and as a song for Max in his original 1970s draft of Sunset Boulevard.
In its original orchestration, the song's climax is in the key of D-flat major, the composer's favourite.
The arrangement of the lyrics in the show were changed after the initial recordings of the track, with the first verse, beginning "Midnight, not a sound from the pavement..." being used in only the brief, Act I rendition of the song and a new verse, "Memory, turn your face to the moonlight...'" in its place for the Act II performance. In addition, the original second bridge section became the first and a new second bridge was added. Consequently, the arrangement of the lyric for a recording usually depends on whether the artist has played the role on stage.
"Memory" has been covered by numerous musical acts:
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. This version was re-recorded in 1998 with a slight lyrical alteration, which was included in the video release of the musical. This version made No. 36 in the UK in October of that year. Paige also recorded a version for her 1983 album Stages.
Barry Manilow released a cover of "Memory" as a single in late 1982; this became the highest-charting version to date on the Billboard Hot 100 when it reached No. 39 in January 1983. Manilow's recording also made the Top 10 on the Billboard adult contemporary chart, reaching No. 8. This version is included on his album Here Comes the Night.
The Shadows did an instrumental version in 1983 (it is featured on their albums XXV & Moonlight Shadows).
Simone Simons from the Dutch symphonic metal band Epica (although in the song they just play piano).
Marti Webb, who played Grizabella in London and on two UK tours, on her 1989 album Performance.
Susan Boyle as a finalist in the third series of Britain's Got Talent, performing live on Britain's ITV network; later, when Boyle became an overnight sensation, the selection was planned to be on her debut album I Dreamed a Dream but was not recorded (it is planned for a later release).