"Cats" is based on a 1939 book of poems by T. S. Eliot, "Old Possum's Book of Practical Cats", and the lyrics for "Memory" were adapted from Eliot's poems "Rhapsody on a Windy Night" and "Preludes" by the musical's director Trevor Nunn. Lloyd Webber's former writing partners Don Black and Tim Rice had also each submitted a lyric to the show's producers for consideration, although Nunn's version was favoured. Elaine Paige was given a different lyric to sing to the tune of "Memory" every night during previews for "Cats".