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Episodic memory benefits from arousal, with better retrieval linked to arousing to-be-remembered information. Arousal's impact on subsequent memory processes, particularly for nonarousing stimuli, remains unclear. Healthy ageing is associated with emotion regulation changes and declines in episodic memory, which may influence how arousal affects memory processes. This functional Magnetic Resonance Imaging (fMRI) study examined the effects of valence on episodic memory in young and old adults, focusing on memory of neutral information following arousal exposure. Neural activity was assessed at three time points: during exposure to arousing and nonarousing images, encoding of neutral videos following image exposure, retrieval of the encoded videos. We hypothesised that valence would induce distinct neural activation across task stages, and exposure to negative stimuli would be associated with worse retrieval. Old adults were expected to show stronger neural responses to positive valence and less disruption from negative valence on memory performance. Behavioural results revealed that only negative valence was associated with impaired retrieval. fMRI results replicated age-related differences in memory performance, with old adults compensating through increased hippocampal and frontal gyri activity. Negative valence was associated with increased activity in the occipital cortex and precentral gyri, also affecting upcoming encoding with heightened activity in the left insula, precuneus and middle temporal gyrus. In old adults, positive valence prompted increasing neural engagement from initial exposure to retrieval, reflecting changes in emotion regulation strategies. Findings emphasise the enduring impact of negative valence on subsequent cognitive processes and suggest that age-related changes in emotional regulation influence memory-related neural processes., (© 2025 The Author(s). European Journal of Neuroscience published by Federation of European Neuroscience Societies and John Wiley & Sons Ltd.)