It can be challenging to explain why certain mundane details circumstantial to an emotional event are nonetheless remembered long after the experience. Here, we examined how attention selectively shapes memory for neutral objects that happen to coincide with either an unexpected or anticipated emotional event. Pictures of neutral objects were presented for 2 s and terminated with either a high-intensity shock, a low-intensity shock, or no shock. Recognition memory was tested 24 -hs later in a surprise test. Results showed no effect of shock intensity on memory for attended objects when shocks were unpredictable (Experiment 1). Similarly, there was no effect of shock intensity for attended objects when shock delivery was signaled before the object appeared (Experiment 2). There was a reduction in memory for unattended objects paired with an anticipated high-intensity shock (Experiment 3). Finally, subjects recognized slightly more attended objects paired with a high-intensity shock if shock intensity was signaled one second after the object was encoded (Experiment 4). We conclude that simply pairing objects with high-intensity shocks is insufficient to drive episodic memory enhancements for neutral information. But anticipation of an impending source of arousal can induce bidirectional effects: attending to an impending emotional event interferes with encoding of neutral information, but encoding an object just prior to anticipation of an emotional event can sometimes benefit memory. Overall, these results highlight a complex interplay between arousal, attention, and anticipation on emotion-induced memory for neutral information.