Semantic and episodic memory networks function as highly interconnected systems, both relying on the hippocampal/medial temporal lobe complex (HC/MTL). Episodic memory encoding triggers the retrieval of semantic information, serving to incorporate contextual relationships between the newly acquired memory and existing semantic representations. While emotional material augments episodic memory encoding at the time of stimulus presentation, interactions between emotion and semantic memory that contribute to subsequent episodic recall are not well understood. Using a modified oddball task, we examined the modulatory effects of negative emotion on semantic interactions with episodic memory by measuring the free-recall of serially presented neutral or negative words varying in semantic relatedness. We found increased free-recall for words related to and preceding emotionally negative oddballs, suggesting that negative emotion can indirectly facilitate episodic free-recall by enhancing semantic contributions during encoding. Our findings demonstrate the ability of emotion and semantic memory to interact to mutually enhance free-recall. (JINS, 2008, 14, 620–628.)