"Memory" is a song written by Andrew Lloyd Webber, with lyrics by Trevor Nunn based on poems by T. S. Eliot. It was created for the 1981 musical Cats. The song is mainly sung by the character Grizabella, who sadly recalls her past as a glamorous cat and asks for acceptance. "Memory" is the most important part of the musical and is the most well-known song. It became popular with many people outside of the musical. A music expert named Jessica Sternfeld wrote in 2006 that it might be the most successful song ever from a musical.

Elaine Paige first performed the role of Grizabella in the West End production of Cats. She was the first person to sing "Memory" on stage. The song won the award for Best Song Musically and Lyrically at the 1982 Ivor Novello Awards. In 2020, Jessie Thompson and Zoe Paskett from the Evening Standard wrote that Paige's version helped make "Memory" one of the most well-known musical theatre songs ever.

Context

In the musical Cats, the song "Memory" is mainly performed by Grizabella, a former "glamour cat" who has experienced difficult times and is no longer as confident or admired as she once was. Throughout most of the musical, Grizabella is avoided and treated poorly by the other Jellicle cats. She sings an early version of "Memory" at the end of the first act, remembering the time when she was still accepted by the group.

Short musical parts of "Memory" are later sung twice by Jemima (also called Sillabub), a young cat who feels compassion for Grizabella. The first time occurs at the start of the second act, after the song "The Moments of Happiness," and the second time happens near the end of the second act, just before Grizabella returns for her final performance. When Grizabella reappears toward the end of the musical, she sings the complete version of "Memory," asking for forgiveness and understanding. Jemima briefly joins her in singing to support her.

Conception and composition

Andrew Lloyd Webber first wrote the melody for a musical project inspired by Giacomo Puccini, but later abandoned the idea. He intentionally created the melody to sound like Puccini’s style but worried he might have copied it from one of Puccini’s own works. He asked his father, who was an expert on Puccini, if the melody resembled Puccini’s music. His father said, "It sounds like a million dollars!" Before it was used in Cats, the melody was also considered for an early version of Sunset Boulevard.

The wife of Larry Clinton claimed that "Memory" was based on Clinton’s song "Bolero in Blue," which was itself inspired by Maurice Ravel’s Boléro. However, musicologist John Snelson disagreed. He pointed out that Boléro has long, continuous phrases, while "Memory" uses repeated tones and a "turnlike figure" to highlight those tones. Snelson also noted that the chord progression (I-vi-IV-iii) and time signature (8) in "Memory" are more similar to popular music from that time, suggesting it was not inspired by Boléro.

The musical Cats is based on a 1939 book of poems by T.S. Eliot titled Old Possum’s Book of Practical Cats. The lyrics for "Memory" were adapted by the musical’s director, Trevor Nunn, from Eliot’s poems "Rhapsody on a Windy Night" and "Preludes." Earlier, Lloyd Webber’s writing partners, Don Black and Tim Rice, had also submitted lyrics for the song, but Nunn’s version was chosen. During previews of Cats, Elaine Paige sang a different lyric for "Memory" each night.

"Memory" includes three key changes to make it easier to sing in a chest voice. It begins in B-flat major, shifts to G-flat major as Grizabella collapses, and moves to D-flat major for the song’s climax. Lloyd Webber and Nunn created two versions of the song: one for the stage production and another for a single recorded by Elaine Paige. In the stage version, the second bridge is sung an octave higher by the kitten Jemima, with Grizabella joining her for the second half. This was done to ensure the low pitch (used in the single) could be heard clearly in a theater and to create a visual contrast between Jemima and Grizabella. The stage version also has a different first verse, repositioned bridge, shortened break, and altered second bridge, as it was felt a kitten would not sing about the same struggles as Grizabella.

The first commercial release of "Memory" was an instrumental version performed by guitarist Gary Moore. It was released in early 1981 by MCA Records to promote Cats while the musical was still being developed. Elaine Paige heard the instrumental on the radio and rushed home to record it, planning to contact Lloyd Webber to request a vocal version. The next morning, Lloyd Webber called her and asked if she would replace the injured Judi Dench as Grizabella in the London production of Cats. Paige later said that the chance to sing "Memory" was the main reason she accepted the role.

In the 2019 film adaptation of Cats, with Jennifer Hudson as Grizabella, the soprano part originally performed by Jemima was given to Victoria the White Cat.

Elaine Paige version

Elaine Paige first performed the role of Grizabella in the West End production of Cats. She released a version of the song "Memory," which became a Top 10 hit in the UK, reaching No. 6 on the UK Singles Chart in July 1981. This recording was included in the original London cast recording of the musical. Her first version of the song, in which she changed the line "all alone with the memory" to "all alone with my memory," appeared on the compilation album The Premiere Collection: The Best of Andrew Lloyd Webber.

In 1998, Paige re-recorded the song for the video release of Cats. This version, which used the theatre lyrics, reached No. 36 on the UK Singles Chart in October 1998. She also recorded "Memory" for her 1983 album Stages, which was produced by Tony Visconti. Live performances of the song, considered her signature piece, are included on her albums Performance, Live: Celebrating A Life On Stage, and I'm Still Here: Live at the Royal Albert Hall.

Paige performed "Memory" at Andrew Lloyd Webber's 50th birthday concert, which was released on DVD as Andrew Lloyd Webber: Celebration. She also sang the song during the first Chinese concerts of his work, released on DVD as Andrew Lloyd Webber: Masterpiece. Additionally, she performed the song for the recording of This is Your Life (1994), which focused on the composer, and at the BBC's concert celebrating Webber's 60th birthday in Hyde Park, London. This event was filmed but has not been broadcast as of 2024.

Notable cover versions

The song "Memory" has been performed by many musicians. By 2006, there were about 600 recorded versions of the song, which include styles from soft music to techno.

• Barry Manilow released a version of "Memory" as a single in late 1982. This recording reached No. 39 on the Billboard Hot 100 in January 1983, making it the highest-charting version at that time. It also reached No. 8 on the Billboard adult contemporary chart. This version is included on his album Here Comes the Night.
• In 2014, Nicole Scherzinger performed "Memory" in the West End revival of Cats. She was nominated for an Olivier Award for her performance.

Barbra Streisand, an American singer, songwriter, actress, and director, recorded "Memory" (produced by Andrew Lloyd Webber) for her 1981 album Memories. When released as a single, her version reached No. 52 on the Billboard Hot 100 and No. 9 on the Billboard adult contemporary chart in 1982. In the UK, it reached No. 34 that same year. This version was also used in the 2023 superhero film The Marvels.

Legacy

The song was performed during a lip-sync competition in season 2 of RuPaul's Drag Race UK. This occurred in the second episode between contestants Tayce and Cherry Valentine.