Cognitive procedural learning is characterized by three phases (cognitive, associative, and autonomous), each involving distinct processes. We performed a behavioral study and a positron emission tomography (PET) activation study using the Tower of Toronto task. The aim of the behavioral study was to determine cognitive predictors for the length of each of the three learning phases, in order to preselect subjects for the PET study. The objective of the second study was to describe the cerebral substrates subtending these three phases. Contrasted with a reference (motor) task, the cognitive phase activated the prefrontal cortex, cerebellum, and parietal regions, all of which became less active as learning progressed. The associative phase was characterized by the activation of the occipital regions, right thalamus, and caudate nucleus. During the autonomous phase, new regions were involved, including the left thalamus and an anterior part of the cerebellum. These results, by employing a direct comparison between phases, provide the first evidence of the involvement and the time course of activation of different regions in each learning phase, in accordance with current models of cognitive procedural learning. The involvement of a frontoparietal network suggests the use of strategies in problem solving during the cognitive phase. The involvement of the occipital regions during the associative and autonomous phase suggests the intervention of mental imagery. Lastly, the activation of the cerebellum during the autonomous phase is consistent with the fact that performance in this phase is determined by psychomotor abilities.