Episodic memories can be thought of as a complex web of associations resulting from the co-occurrence of representations in experience. However, there are many stages of transformation, from the initial encoding of the experience to multiple reactivations of the memory. We know that, at each of these stages in the life of memory, there are critical processes that determine its ultimate fate. I will present our most recent work addressing the factors that determine the long-term fate of encoded associative memories. How do these memories stabilize over time? Evidence suggests that these initial memory traces subsequently become integrated into a distributed cortical system both during offline rest and online task performance. Further, hippocampal-cortical interactions during post- encoding awake rest and during conscious reactivation predict later associative memory performance, suggesting not only that memories become distributed over time but that this transformation is beneficial to memory stability.