There are three key changes in "Memory" so as to keep the song within the comfortable range for a chest voice. It starts off in the key of B-flat major, switches to G-flat major as Grizabella collapses, then changes again to D-flat major for the climax. Lloyd Webber and Nunn wrote two versions of the song: one for the stage production and another for a single that Elaine Paige recorded. In the stage version, a section of the song is sung an octave higher by the kitten Jemima; the reasoning was that the low pitch (as sung by Grizabella in the single) would be difficult to hear in the live theatre setting and moreover, this duet would allow for a visual contrast between the innocent young kitten and the fallen Grizabella in the stage show. The stage version also features different lyrics as it was felt that a kitten would not sing about the same hard times as Grizabella.