The usefulness of"memory" is being questioned as a concept for explaining the facts of remembering. The brain is an extensive and elaborate switching system for organizing sensory inputs from environmental situations and for generating appropriate and properly timed responses to them. The learning of knowledge consists of learning a performance--an "imagery talk-about" used to initiate, edit, and describe the related imagery schemas. This view of how the brain works asserts that what is experienced as "memory" is in fact a side effect of building and modifying schemas for performing in the situations presented. Implications for the practice of instructional technology include the following: (1) instructional programs should be designed to prepare students to perform effectively in future life and job situations; (2) if people are to perform effectively in future situations, appropriate sensory representations must be built into the schemas they will use when they are actually in those situations; and (3) "imagery talk-abouts" must be derived from the future performance situations under appropriate feedback conditions during learning. (Eight figures are appended.) (YLB)