Subjects were scanned with PET while they learned a complex arbitrary rhythm, paced by visual cues. In the comparison condition, the intervals were varied randomly. The behavioral results showed that the subjects decreased their response time with training, thus becoming more accurate in responding to the pacing cues at the appropriate time. There were learning-related increases in the posterior lateral cerebellum (lobule HVIIa), intraparietal and medial parietal cortex, presupplementary motor area (pre-SMA), and lateral premotor cortex. Learning-related decreases were found in the prestriate and inferior temporal cortex, suggesting that with practice the subjects increasingly came to depend on internal rather than external cues to time their responses. There were no learning-related increases in the basal ganglia. It is suggested that it is the neocortical-cerebellar loop that is involved in the timing and coordination of responses.