Emotional events are more organized and distinctive than neutral events. We asked whether organization and distinctiveness can account for emotionally-enhanced memory. To examine organization, we compared memory for arousing, negatively-valenced pictures, and inter-related neutral pictures. To examine distinctiveness, we manipulated list composition, and compared mixed lists, which contained emotional and neutral items, to pure lists, which contained only items of a single type and removed the relative-distinctiveness advantage of emotional items. We show that emotional memory is enhanced in immediate memory tests as long as either organization or distinctiveness is allowed to play a role. When these effects are removed, in the comparison of emotional and related neutral items in pure lists, the emotional memory advantage is eliminated. Examining the contribution of mediating cognitive factors at a behavioral and neural level is crucial if we are to understand how emotion influences memory.