Creating stable memories is critical for survival. An animal relies on past learning to navigate its environment, avoid dangerous situations, and find needed resources. Because the environment is dynamic, stable memories must be updated with new information to enable responses to changing threats (a specific danger) and rewards (such as food and water). The brain circuits involved in memory and learning require both stability and flexibility. Using in vivo calcium imaging and chemogenetics, we demonstrate how new information is updated with past memories through co-reactivation of memory ensembles during offline periods including sleep.