This discussion explores current neurobiological findings in the areas of the limbic system, REM-sleep and psychological trauma. The formation and consolidation of memory and emotion are discussed. Research regarding the mediating anatomy and physiology of REM-sleep is explicated, particularly the function of REM-sleep in memory processing. The pathways of trauma are outlined. Speculations are then offered, based on these findings, as to the underlying mechanisms of Eye Movement Desensitization and Reprocessing (EMDR).