After seeing a scene containing an emotional component (e.g., a snake in a forest) people often demonstrate a "trade-off" in memory, where memory for the emotional component (e.g., the snake) is good, but memory for the nonemotional elements (e.g., the forest) is poor. The result is an incomplete memory retaining central emotional information at the expense of neutral background information. Though almost everyone demonstrates the trade-off, there may be individual differences in the magnitude of the effect. We investigated whether differences in the strength of the trade-off would correlate with anxiety levels, working memory capacity, and executive functioning abilities. Sixty-four participants studied scenes comprised of a negative or neutral item placed on a neutral background, and memory was later tested for items and backgrounds separately. The magnitude of the trade-off correlated positively with anxiety and negatively with visuospatial working memory and executive function. These results suggest that greater anxiety, poor visuospatial working memory, and poor executive function may inhibit formation of complete mental representations of these complex emotional scenes.