Adult humans in our culture overeat and become obese. Food consumption is primarily driven by preference. Since humans in different cultures eat different foods, the preferences that lead to eating are learned. There is compelling evidence that animals learn to preferentially ingest flavors that have been paired with calories. While the exact nature of the unconditioned stimulus for this learning remains unidentified, the learning is assumed to be associative. The proposed work would examine several classic associative phenomena within the calorie-flavor learning paradigm. Sensory pre-conditioning, second order conditioning, extinction, disinhibition, and conditioned modulation or occasion setting will all be examined for their contribution to the learned preference for calorie-paired flavors in rats. An understanding of the associative mechanisms that result in learned preferences for flavors would help in our understanding of eating behavior, and aid in the amelioration of the maladaptive overconsumption of calories by humans.