This study examines memory retrieval and syntactic composition using fMRI while participants listen to a book, The Little Prince. These two processes are quantified drawing on methods from computational linguistics. Memory retrieval is quantified via multi-word expressions that are likely to be stored as a unit, rather than built-up compositionally. Syntactic composition is quantified via bottom-up parsing that tracks tree-building work needed in composed syntactic phrases. Regression analyses localise these to spatially-distinct brain regions. Composition mainly correlates with bilateral activity in anterior temporal lobe and inferior frontal gyrus. Retrieval of stored expressions drives right-lateralised activation in the precuneus. Less cohesive expressions activate well-known nodes of the language network implicated in composition. These results help to detail the neuroanatomical bases of two widely-assumed cognitive operations in language processing.