Memory for emotional events is usually very good even when tested shortly after study, before it is altered by the influence of emotional arousal on consolidation. Immediate emotion-enhanced memory may stem from the influence of emotion on cognitive processes at encoding and retrieval. Our goal was to test which cognitive factors are necessary and sufficient to account for EEM, with a specific focus on clarifying the contribution of attention to this effect. In two experiments, participants encoded negative-arousing and neutral pictures. In Experiment 1, under divided-attention conditions, negative pictures were better attended and recalled even when they were matched with neutral pictures on semantic relatedness and distinctiveness, and attention at encoding predicted subsequent emotion-enhanced memory. The memory advantage for emotional stimuli was only abolished when attention to emotional and neutral stimuli was also matched, under full-attention in Experiment 1 and under divided-attention in Experiment 2. Emotional memory enhancement was larger in Experiment 1 when the control of organization and distinctiveness was relaxed. These findings suggest that attention, organization and distinctiveness provide a necessary and sufficient account for immediate emotion-enhanced free recall memory. (Contains 5 figures and 3 tables.)