Songfacts®:

• Barbra Streisand goes through many emotions as she navigates her love life on Guilty, her 22nd studio album, and its closing track finds her wishing she could forget an all-consuming romance with a man who broke her heart.
• Bee Gees singer Barry Gibb produced the album with his regular collaborators Albhy Galuten and Karl Richardson and co-wrote all of its songs (he also sang with Streisand on the duets "Guilty" and "What Kind Of Fool"). This seven-and-a-half-minute composition that shifts through movements of pop, classical, rock, and jazz was written with Galuten.
• Gibb recorded demos of all the tunes as a guide for how he wanted Streisand to sing them. It took him a long time to nail the chorus on this one because of the timing of the downbeat on the phrase "make it like a memory," which was supposed to come in on "memory" after a long pause. Galuten told Albumism in 2020:
  
  "I remember doing the demo, it took Barry, like, ten times to get the vocal to come in on time with the downbeat, because there was no time through there. There was no beat going on."
  
  When it came time for Streisand to record the tune, Galuten was amazed by her innate sense of timing and ability to hit the downbeat on every take.
  
  "For Barbra, it’s not her natural thing to sing like Michael [Jackson] or Barry rhythmically. In fact, we ended up having to do a lot of fine-tuning and adjustment to get her meter to line up in a way that was, you know, sufficiently rhythmic for Barry," he continued. "But on 'Make It Like A Memory,' she did five takes, and on every single one she nailed the downbeat. So, even though Barry has incredible detailed meter and absolute accuracy, Barbra has this intuitive sense of long-time that she knows when to come in based on some aesthetic that is not countable by the rest of us R&B musicians."
• This was issued as the B-side to "Promises," the album's fourth and least successful single, which still managed to be a Top-10 hit on the Adult Contemporary chart.
• With 12 million copies sold worldwide, this is the best-selling album of Streisand's career. To celebrate its 25th anniversary in 2005, she reunited with Gibb and released the sequel Guilty Pleasures. While it wasn't as successful as the original release, it did earn a Gold certification in the US for 500,000 copies sold.
• That's Pete Carr playing the bluesy electric-guitar solo. Carr, who also played guitar on the album's lead single, "Woman In Love," was a session musician and member of the renowned Muscle Shoals Rhythm Section. He worked on several prominent albums, including Paul Simon's There Goes Rhymin' Simon (1973) and Bob Seger's Against The Wind (1980). He also co-produced Seger's 1978 album, Stranger In Town, which is known for the hit "Old Time Rock And Roll."
• Like most of the album's tracks, this features Richard Tee on electric piano. In 1980, the same year Guilty dropped, his Fender Rhodes could be heard throughout the Grover Washington Jr. and Bill Withers hit "Just The Two Of Us."