With the establishment of sleep-dependent memory processing, an important and necessary step is to begin understanding how sleep loss in later life may contribute to the known deterioration of memory function, and how these factors may interact. The chapter outlines the key components: memory systems, memory stages, and sleep stages. The chapter describes the critical requirement of adequate sleep before learning for the initial formation or "encoding" of memory. A number of neuroimaging studies have shown decreased MTL involvement during memory formation in older adults, compared to young adults. Work across the neurosciences will be necessary to test this hypothesis at both a neural and behavioral level. The chapter addresses the most important horizon quest: translating basic findings into clinical action, and understanding how disease and pathology stemming from aging can be understood on the basis of sleep-dependent memory failure.