We aimed to discover the neural correlates of subjective judgments of learning-whereby participants judge whether current experiences will be subsequently remembered or forgotten-and to compare these correlates to the neural correlates of actual memory formation. During event-related functional magnetic resonance imaging, participants viewed 350 scenes and predicted whether they would remember each scene in a later recognition-memory test. Activations in the medial temporal lobe were associated with actual encoding success (greater activation for objectively remembered than forgotten scenes), but not with predicted encoding success (activations did not differ for scenes predicted to be remembered versus forgotten). Conversely, activations in the ventromedial prefrontal cortex were associated with predicted but not actual encoding success, and correlated with individual differences in the accuracy of judgments of learning. Activations in the lateral and dorsomedial prefrontal cortex were associated with both actual and predicted encoding success. These findings indicate specific dissociations and associations between the neural systems that mediate actual and predicted memory formation.