Associative learning is an important part of human cognition, and is thought to play key role in list learning. We present here an account of associative learning that learns asymmetric itemto- item associations, strengthening or weakening associations over time with repeated exposures. This account, combined with an existing account of activation strengthening and decay, predicts the complicated results of a multi-trial free and serial recall task, including asymmetric contiguity effects that strengthen over time (Klein, Addis, & Kahana, 2005).