With lifespan development, various changes occur in the brain that make aging a vulnerable period for cognition. The locus coeruleus (LC), a small area of the brainstem important for attention, plays an important role in cognitive changes in healthy aging. Functional connectivity between the LC and hippocampus additionally supports memory formation. With mild cognitive impairment (MCI) and Alzheimer’s Disease (AD), the LC and hippocampus undergo several structural and functional changes, suggesting that LC and hippocampal changes with aging may partly determine cognitive outcomes. To examine changes in LC and hippocampal function with healthy cognitive aging we assess differences in LC and hippocampal activity and task-related functional connectivity across young and old healthy adults using fMRI. Additionally, we use multi-voxel pattern analysis (MVPA) as a tool to classify brain activity and functional connectivity patterns between young and old adults. These analyses help us characterize functional changes in these brain regions that occur with aging. Additionally, we assess how these age-related brain alterations affect attention and memory performance. This project began as my honors thesis last year in collaboration with a postdoctoral fellow in my lab and has continued into a larger project that we are pursuing from several different brain imaging and psychophysical techniques. Collaboration was key to this project as we gathered large amounts of neural, pupillary, physiological, and behavioral data. The postdoctoral fellow and I have been performing our analyses in parallel in order to compare pupillary and neural responses to attention and memory processes with age. Analyzing pupillary responses in parallel to brain activity will inform the relationship between pupillary and brain responses in the LC and hippocampus and provide us with a potentially robust tool of indirectly measure brain activity. Collaboration between our lab and other labs will be vital as we continue this project.