Memories of past episodes frequently come to mind incidentally, without directed search. It has remained unclear how incidental retrieval processes are initiated in the brain. Here we used fMRI and ERP recordings to find brain activity that specifically correlates with incidental retrieval, as compared to intentional retrieval. Intentional retrieval was associated with increased activation in dorsolateral prefrontal cortex. By contrast, incidental retrieval was associated with a reduced fMRI signal in posterior brain regions, including extrastriate and parahippocampal cortex, and a modulation of a posterior ERP component 170 msec after the onset of visual retrieval cues. Successful retrieval under both intentional and incidental conditions was associated with increased activation in the hippocampus, precuneus, and ventrolateral prefrontal cortex, as well as increased amplitude of the P600 ERP component. These results demonstrate how early bottom–up signals from posterior cortex can lead to reactivation of episodic memories in the absence of strategic retrieval attempts.