Procedural learning, such as perceptual-motor sequence learning, has been suggested to be an obligatory consequence of practiced performance and to reflect adaptive plasticity in the neural systems mediating performance. Prior neuroimaging studies, however, have found that sequence learning accompanied with awareness (declarative learning) of the sequence activates entirely different brain regions than learning without awareness of the sequence (procedural learning). Functional neuroimaging was used to assess whether declarative sequence learning prevents procedural learning in the brain. Awareness of the sequence was controlled by changing the color of the stimuli to match or differ from the color used for random sequences. This allowed direct comparison of brain activation associated with procedural and declarative memory for an identical sequence. Activation occurred in a common neural network whether initial learning had occurred with or without awareness of the sequence, and whether subjects were aware or not aware of the sequence during performance. There was widespread additional activation associated with awareness of the sequence. This supports the view that some types of unconscious procedural learning occurs in the brain whether or not it is accompanied by conscious declarative knowledge.