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Many physical systems retain traces of their past, but living systems differ in that they use memory for anticipation. This paper develops the thesis that anticipation depends on memory. In living systems, stored information about past states enables the prediction and modulation of future behavior. Drawing on Robert Rosen's theory of anticipatory systems, Friston's free-energy principle, and recent examples from microbiology, immunology, and cognition, I argue that Rosen's “model” is the organized memory of a system. Memory—whether mechanical, chemical, genetic, epigenetic, bioelectric, neural, or cultural—provides the substrate for anticipation, projecting possible futures and constraining present behavior. Examples across biological scales illustrate how this works in practice. Bacteria record viral encounters and use these genomic memories to defend against reinfection. In E. coli, biochemical traces of past interactions direct chemotaxis. Yeast cells store epigenetic stress memories that accelerate adaptation. With the advent of nervous systems, anticipation becomes centralized in internal neural models, enabling flexible simulations of organism–environment interactions. In all cases, anticipatory memory underlies teleonomy as goal-directedness that emerges from evolutionary and developmental processes. Top-down causation plays a central role in shaping the constraints that give rise to purposive, self-maintaining behavior. System-level goals emerge from past-informed constraints, giving living systems their distinctive autonomy, adaptivity, and creativity.