Covert responses during scanning and postscanning overt responses showed evidence of learning. An extensive set of regions activated bilaterally when listening to and covertly repeating novel pseudoword stimuli. Activity decreased, with repeated exposures, in a subset of these areas mostly in the left hemisphere, including premotor cortex, supplementary motor area, inferior frontal gyrus, superior temporal cortex, and cerebellum.The changes most likely reflect more efficient representation of the articulation patterns of these novel words in two connected systems, one involved in the perception of pseudoword stimuli (in the left superior temporal cortex) and one for processing the output of speech (in the left frontal cortex). Both of these systems contribute to vocal learning.