Volitional exploration and learning are key to adaptive behavior, yet their characterization remains a complex problem for cognitive science. Exploration has been posited as a mechanism by which motivation promotes memory, but this relationship is not well-understood, in part because novel stimuli that motivate exploration also reliably elicit changes in neuromodulatory brain systems that directly alter memory formation, via effects on neural plasticity. To deconfound interrelationships between motivation, exploration, and memory formation we manipulated motivational state prior to entering a spatial context, measured exploratory responses to the context and novel stimuli within it, and then examined motivation and exploration as predictors of memory outcomes. To elicit spontaneous exploration, we used the physical space of an art exhibit with affectively rich content; we expected motivated exploration and memory to reflect multiple factors, including not only motivational valence, but also individual differences. Motivation was manipulated via an introductory statement framing exhibit themes in terms of Promotion- or Prevention-oriented goals. Participants explored the exhibit while being tracked by video. They returned 24 hours later for recall and spatial memory tests, followed by measures of motivation, personality, and relevant attitude variables. Promotion and Prevention condition participants did not differ in terms of group-level exploration time or memory metrics, suggesting similar motivation to explore under both framing contexts. However, exploratory behavior and memory outcomes were significantly more closely related under Promotion than Prevention, indicating that Prevention framing disrupted expected depth-of-encoding effects. Additionally, while trait measures predicted exploration similarly across framing conditions, traits interacted with motivational framing context and facial affect to predict memory outcomes. This novel characterization of motivated learning implies that dissociable behavioral and biological mechanisms, here varying as a function of valence, contribute to memory outcomes in complex, real-life environments.