Background: Structural equation modeling was used to develop and test an integrated model of how emotional and cognitive factors contribute to the development of intrusive memories after a distressing event. Methods: The emotional constructs included preexisting emotion and emotional reactivity to the distressing event. Cognitive constructs included peritraumatic cognitive processing and maladaptive coping strategies. Results: Using a prospective design, 148 undergraduate students viewed a distressing film and recorded their film-related intrusive memories over the following week. Results: The results indicated that emotional reactivity and, to a lesser extent, preexisting emotion, predicted peritraumatic cognitive processing during the film, which in turn predicted the use of maladaptive coping strategies (i.e., rumination, thought suppression, and safety behaviors). Furthermore, emotional reactivity and maladaptive coping strategies directly predicted intrusive memories. Conclusions: The observed model supported the importance of cognitive variables central to cognitive models, placing them in a broader context. Depression and Anxiety, 2009. © 2009 Wiley-Liss, Inc.