Memory cells are described that include two reference voltages that may store and sense three distinct memory states by compensating for undesired intrinsic charges affecting a memory cell. Although embodiments described herein refer to three memory states, it should be appreciated that in other embodiments, the memory cell may store or sense more than three charge distributions using the described methods and techniques. In a first memory state, a programming voltage or a sensed voltage may be higher than a first reference voltage and a second reference voltage. In a second memory state, the applied voltage or the sensed voltage may be between the first and the second reference voltages. In a third memory state, the applied voltage or the sensed voltage may be lower than the first and the second reference voltages. As such, the memory cell may store and retrieve three memory states.