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 own 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!" Prior to its inclusion in
Cats, the composition had also been earmarked for his early draft of
Sunset Boulevard.
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. Lloyd Webber's former writing partners
Don Black 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. There are three
key changes in "Memory" so as to keep the song within the comfortable range for a
chest voice. 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. 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. ==Elaine Paige version==