Memory recall is facilitated when retrieval occurs in the original encoding context. This context dependency effect likely results from the automatic binding of central elements of an experience with contextual features (i.e., memory "contextualization") during encoding. However, despite a vast body of research investigating the neural correlates of explicit associative memory, the neural interactions during encoding that predict implicit context-dependent memory remain unknown. Twenty-six participants underwent fMRI during encoding of salient stimuli (faces), which were overlaid onto unique background images (contexts). To index subsequent context-dependent memory, face recognition was tested either in intact or rearranged contexts, after scanning. Enhanced face recognition in intact relative to rearranged contexts evidenced successful memory contextualization. Overall subsequent memory effects (brain activity predicting whether items were later remembered vs. forgotten) were found in the left inferior frontal gyrus (IFG) and right amygdala. Effective connectivity analyses showed that stronger context-dependent memory was associated with stronger coupling of the left IFG with face- and place-responsive areas, both within and between participants. Our findings indicate an important role for the IFG in integrating information across widespread regions involved in the representation of salient items and contextual features.