In this paper I argue that internalistic foundationalist theories of the justification of memory belief are inadequate. Taking a discussion of John Pollock as a starting point, I argue against any theory that requires a memory belief to be based on a phenomenal state in order to be justified. I then consider another version of internalistic foundationalism and claim that it, too, is open to important objections. Finally, I note that both varieties of foundationalism fail to account for the epistemic status of our justified nonoccurrent beliefs, and hence are drastically incomplete.