Functional magnetic resonance imaging (fMRI) is a noninvasive neuroimaging technique that can be used to study the neural correlates of complex cognitive processes, and the alterations in these processes that occur in the course of normal aging or superimposed neurodegenerative disease. Our studies have focused on the neural substrates of successful associative encoding, particularly of face-name associations. We have found that the specific regions of the hippocampus and prefrontal cortices are critical for successful memory in both young and healthy older subjects. Our fMRI studies, as well as those of several other groups, have consistently demonstrated that, compared to cognitively intact older subjects, patients with clinical Alzheimer's disease (AD) have decreased fMRI activation in the hippocampus and related structures within the medial temporal lobe during the encoding of new memories. More recently, fMRI studies of subjects at risk for AD, by virtue of their genetics or evidence of mild cognitive impairment (MCI), have yielded variable results. Some of these studies, including our own, suggest that there may be a phase of paradoxically increased activation early in the course of prodromal AD. Further studies to validate fMRI in these populations are needed, particularly longitudinal studies to investigate the pattern of alterations in functional activity over the course of prodromal AD and the relationship to AD pathology.