Vision-Language Models (VLMs) are crucial for applications requiring integrated understanding textual and visual information. However, existing VLMs struggle with long videos due to computational inefficiency, memory limitations, and difficulties in maintaining coherent understanding across extended sequences. To address these challenges, we introduce ReWind, a novel memory-based VLM designed for efficient long video understanding while preserving temporal fidelity. ReWind operates in a two-stage framework. In the first stage, ReWind maintains a dynamic learnable memory module with a novel \textbf{read-perceive-write} cycle that stores and updates instruction-relevant visual information as the video unfolds. This module utilizes learnable queries and cross-attentions between memory contents and the input stream, ensuring low memory requirements by scaling linearly with the number of tokens. In the second stage, we propose an adaptive frame selection mechanism guided by the memory content to identify instruction-relevant key moments. It enriches the memory representations with detailed spatial information by selecting a few high-resolution frames, which are then combined with the memory contents and fed into a Large Language Model (LLM) to generate the final answer. We empirically demonstrate ReWind’s superior performance in visual question answering (VQA) and temporal grounding tasks, surpassing previous methods on long video benchmarks. Notably, ReWind achieves a +13% score gain and a +12% accuracy improvement on the MovieChat-1K VQA dataset and an +8% mIoU increase on Charades-STA for temporal grounding.