According to memory foundationalism, seeming to remember that P is prima facie justification for believing that P. There is a common objection to this theory: If I previously believed that P carelessly (i.e. without justification) and later seem to remember that P, then (according to memory foundationalism) I have somehow acquired justification for a previously unjustified belief. In this paper, I explore this objection. I begin by distinguishing between two versions of it: One where I seem to remember that P while also seeming to remember being careless in my original believing that P and the other where I seem to remember that P while not seeming to remember my past carelessness. I argue that the former case is the real challenge for memory foundationalism. After establishing the case of unforgotten carelessness as objection to memory foundationalism, I recast memory foundationalism in way that allows it to escape this objection.