One of the most common and arguably most distressing cognitive declines in aging, in large part because it is also an early sign of Alzheimer’s disease, is in episodic memory. As people age, they report more everyday episodic memory difficulties in, for example, remembering someone’s name, whether they took their morning medication, or the location of a placed item. However, there are substantial inter-individual differences in the extent of memory impairment and related changes in underlying neural integrity with some people aging better than others. Little is known about the factors that contribute to these individual differences in part because they are often presumed to reflect noise and ignored or disregarded as nuisance covariates. In my lab, we employ a multimodal approach to understand these individual difference factors using behavior, fMRI, EEG, neuropsychology, univariate, and multivariate analyses. I will present data showing how individual difference factors like sleep quality, depressive symptoms, and psychosocial factors related to race/ethnicity contribute to this inter-individual variability across the adult lifespan.