Paradigmatic associations are second-order associations where the items share a common context rather than being directly associated. Despite the importance of the structure in knowledge representation, the underlying mechanisms to form paradigmatic associations are not well studied. In the current study, we examined whether explicit attentional control is critical for forming paradigmatic associations. We used an implicit learning task, which limits the use of explicit attentional control, to see whether the associations can be formed without attentional control. Results showed evidence for learning, which implies that explicit attentional control may not be necessary for forming paradigmatic associations. We also used the n-back task to examine whether the ability to maintain information is critical for forming paradigmatic associations. Results did not provide evidence for the relationship between the two. We discuss the results in terms of the core mechanisms that may enable the formation of higher-order associations.