In this review, we summarize recent evidence that perceptual learning can occur not only under training conditions but also in situations of unattended and passive sensory stimulation. We suggest that the key to learning is to boost stimulus-related activity that is normally insufficient exceed a learning threshold. We discuss how factors such as attention and reinforcement have crucial, permissive roles in learning. We observe, however, that highly optimized stimulation protocols can also boost responses and promote learning. This helps to reconcile observations of how learning can occur (or fail to occur) in seemingly contradictory circumstances, and argues that different processes that affect learning operate through similar mechanisms that are probably based on, and mediated by, neuromodulatory factors.