Our memories shape our perception of the world and guide adaptive behavior. Rather than a veridical record of experiences, memory is selective. An accumulating body of work suggests that motivational states, emerging from the interplay between internal and external demands, play a critical role in determining what information is encoded in memory and how. Central to the regulation of motivational states are dopaminergic and noradrenergic neuromodulatory systems that can coordinate brain activity to determine how information is propagated, shaping memory outcomes. In this review, we propose that motivational states supported by the dopaminergic ventral tegmental area would facilitate the formation of flexible associative memory, while the noradrenergic locus coeruleus would facilitate unitized goal-relevant memory. By considering how neuromodulatory systems can support different neural contexts, we aim to explain how motivation enables an adaptive memory system, and in bridging motivation and memory, we aim to offer a framework for insights applicable to education and clinical practice.