This paper offers a phenomenological analysis of the relationship between regret and episodic memory, the temporal structure of ‘regretful memory’, the affective and evaluative dimension of regretful memory and the counterfactual dimension of regretful memory. Based on Husserl’s phenomenology, I offer an analysis of regret’s complex structures of intentionality and time-consciousness. Husserl held that episodic memory requires two temporal orientations on one’s own experience: the past now that one relives and the present now in which one does the reliving. If (...) memory generally entails two temporal perspectives, regretful memory brings in a third point of temporal reference: that now that could have been. Drawing on Hoerl and McCormack, I give an account of regret as a mnemic and counterfactual form of intentional consciousness that confronts an alternative past and attempts to negotiate between two essential yet conflicting features of its actual past: its contingency and its irreversibility. On this basis, I then draw on Bagnoli to offer a phenomenological theory of regretful memory as an emotional mode of valuing possibilities that belong to the past. (shrink)