The song speaks of heartbreak, as the narrator (lead singer Martha Reeves) goes through her things and gives back everything her now ex-boyfriend had given her, including teddy bears, records, and "lingering love".[3]
"Memories" is also notable as the first hit recording written and produced by the songwriting/production team of Holland-Dozier-Holland,[3] who would become the top creative team at Motown by the end of 1965. The single was the first of several hits the Vandellas scored with the team, before Holland-Dozier-Holland began to focus more heavily on hits for The Supremes and the Four Tops. However, Holland–Dozier–Holland would continue to collaborate with the Vandellas until the songwriting team's departure from Motown in 1967.
Fellow Motown singer Kim Weston recorded the song, but it remained unreleased until her Motown Anthology (and the Motown Sings Motown Treaures album) was released in 2005