Patients, when admitted to an intensive care unit (ICU), have one thing in common: their illness is life-threatening. Patients may remain on ICU in a critical condition, needing support with their breathing, circulation, and/or kidneys for varying lengths of time, from days to weeks. During that time the patients will receive sedative and analgesic drugs to ensure compliance with artificial ventilation. Patients recovering from critical illness frequently have little or no recall of their period in ICU, or remember nightmare, hallucinations, or paranoid delusions. The nature, extent and reason for these difficulties, have been under-reported and consequently our purpose was to conduct a review of memory problems experienced by ICU patients. A systematic literature review of computer databases (Medline, PsycLit, and CINAHL) identified 25 relevant papers. In addition, other relevant articles were obtained, citation lists and associated articles retrieved. Due to lack of research on processes underlying memory problems in ICU patients all articles that introduced an insight into possible mechanisms were included in the review. There seem to be two possible processes contributing to memory problems in ICU patients. First the illness and treatment may have a general dampening effect on memory. Delirium and sleep disturbance are both common in ICU patients. Delirium can result in a profound amnesia for the period of confusion. Sleep deprivation exacerbates the confusional state. Slow wave sleep is important for the consolidation of episodic memories. Treatment administered to patients in ICU can have effects on memory. Opiates, benzodiazepines, sedative drugs such as propofol, adrenaline, and corticosteroids can all influence memory. In addition, the withdrawal of drugs, such as benzodiazepines, can cause profound withdrawal reactions, which may contribute to delirium. Second, we hypothesise that there is a process that affects memory negatively for external events but enhances memory for internal events. The physical constraints and social isolation experienced by ICU patients and the life-threatening nature of the illness may increase the experience of hypnagogic hallucinations. Attentional shift during hypnagogic images from external stimuli to internally generated images would explain why ICU patients have such poor recall of external ICU events, but can clearly remember hallucinations and nightmares. Patients describe these memories as being very vivid and this is explored in terms of flashbulb memory formation. The absence of memories for real events on ICU can result in ICU patients remembering paranoid delusions of staff trying to kill them, with little information to reject these vivid memories as unreal. This has implications for patients' future psychological health.