How is complex sequential material acquired, processed, and represented when there is no intention to learn? Two experiments exploring a choice reaction time task are reported. Unknown to Ss, successive stimuli followed a sequence derived from a "noisy" finite-state grammar. After considerable practice (60,000 exposures) with Experiment 1, Ss acquired a complex body of procedural knowledge about the sequential structure of the material. Experiment 2 was an attempt to identify limits on Ss ability to encode the temporal context by using more distant contingencies that spanned irrelevant material. Taken together, the results indicate that Ss become increasingly sensitive to the temporal context set by previous elements of the sequence, up to 3 elements. Responses are also affected by priming effects from recent trials. A connectionist model that incorporates sensitivity to the sequential structure and to priming effects is shown to capture key aspects of both acquisition and processing and to account for the interaction between attention and sequence structure reported by Cohen, Ivry, and Keele (1990).