The Predictive Coding framework is a general theory of brain function which proposes that the brain creates a hierarchical model of the world, with higher levels predicting, based on previous experience, inputs from lower levels (and ultimately the sensory input). This framework entails feedback connections carrying predictions and feedforward connections carrying error signals. Divergences of inputs from those expected are termed prediction errors (PE), and indicate the possibility of updating the model to improve future performance. Thus, learning should be driven by PE. Feedforward and feedback signalling have been widely studied in the fields of reward learning and perception, but although there are strong reasons to expect related processes in memory, less work has been done to investigate this. One difficulty addressing this question concerns the role of attention in memory formation; although the roles of PE and attention are theoretically distinct, when events are surprising we are likely to attend more to them, and attending to events makes them more likely to be remembered. The aim of this research is therefore to de-confound effects of PE and attention on memory, in order to test the explanatory power of the predictive coding framework applied to memory processes, both at the behavioural and, using neuroimaging techniques, at the neural level.