The aim of the present paper is to examine the phenomenon of provoked confabulation at a discourse level and in relation to cognition and motivation. The basic assumption is that confabulation is an effect of a combination of poor memory functions and an altered level of awareness. It is also assumed that compensatory activation of memory processes takes place automatically. The speech of four women with dementia who exhibited episodes of confabulation was analyzed. The analysis focused on the relation between memory processes and movements between cognitive situations in the confabulate speech. It was found that perceptual and stable semantic knowledge seemed to activate automatically and compensate for poor episodic memory, specific semantic knowledge, and working memory. In these women with dementia, the automatic retrieval process compensated for poor access to knowledge and served to preserve the premorbid self-image. These findings have implications for the question of unconscious motivation possibly affecting the content of confabulations.