Anne Brontë's novel Agnes Grey (1847) has been traditionally read as a governess story, one that exposes the difficulties besetting a particular type of working women in Victorian England. This critical consensus is inaccurate, because it underestimates the scope and depth of Brontë's feminist sensibilities. In this essay I argue that the issue of memory offers a more useful approach through which we can understand Brontë's interest in womanhood generally, her knowledge of female strength and weakness in particular. I first pay attention to maternal memories that frame the governess center of this novel. Examining what a character remembers about her own mother or about motherhood, I show that Agnes Grey goes beyond a specific female profession to explore broader female experiences with which most mid-nineteenth-century English women can identify. In fact, Brontë relies on the connection between women and memory to analyze what oppresses and what empowers them. Brontë scholars have argued that Agnes the protagonist endures physical hardships in her first governess post, moral struggles in her second, and survives both unscathed. By scrutinizing Agnes's monologues and her sexual rivalries with her pupil, I demonstrate that her difficulties actually have a mnemonic dimension. Female powerlessness, Brontë argues, is registered by an inability to control how one is remembered and by a failure to defend the integrity of one's own memory. This essay lastly discusses how women exhibit their independence through valuing their own memory and regulating that of others. Agnes Grey is not primarily about the Victorian governess. It is more deeply concerned with the specific ways in which the issue of memory reveals what a Victorian woman fears, loves and cherishes most.