The nucleus basalis (NB) has been implicated in memory formation indirectly, by lesions, pharmacological manipulations, and neural correlates of learning. Prior findings imply that engagement of the NB during learning promotes memory storage. We directly tested this NB-memory hypothesis by determining whether stimulation of the NB induces behavioral associative memory. Rats were trained either with paired tone (6 kHz) and NB stimulation or with the two stimuli unpaired. We later determined the specificity of cardiac and respiratory behavioral responses to the training tone and several other acoustic frequencies. Paired subjects exhibited frequency generalization gradients with a peak of 6 kHz for both cardiac and respiratory behavior. Unpaired subjects exhibited no generalization gradient. The development of such specific, associative behavioral responses indicates that tone paired with NB stimulation induced behavioral associative memory. The discovery of memory induction by direct activation of the NB supports the NB-memory hypothesis and provides a potentially powerful way to control and investigate neural mechanisms of memory.