The overall goal of this study is to investigate the ways in which learning modifies behavior. A combination of computational and empirical studies is being used to address this issue. Empirical studies investigate learning from a cellular and synaptic perspective in the relatively simple nervous system of the nudibranch mollusk Hermissenda[1–3]. Pavlovian conditioning produces light-elicited inhibition of normal positive phototaxis in Hermissenda. Learning changes both cellular excitability and synaptic strength in the neural circuit that supports phototaxis. In the present study, a model of the circuit that supports visually mediated locomotion (Fig. 1A) was developed. Consistent with empirical observations, simulated responses to light increased the level of VP1 spike activity (Fig. 1B1), which is equivalent to positive phototaxis. Simulations indicated that phototaxis resulted from disinhibition of VP1. Light increased activity in Ie and decreased activity in Ii (Fig. 1B2). The net result was less activity in IIIi and disinhibition of VP1 (Fig. 1B2). Simulations also indicated that disinhibition produced phototaxis only if VP1 had a high level of tonic firing. The model is being refined and expanded, and will be used to investigate the generation of other behaviors (e.g., foot contraction), the responses to other sensory inputs (e.g., gravity), and the influence of learning-induced plasticity (e.g., increased Ie excitability and decreased VP1 tonic firing). Simulations also will help identify features of the model that warrant further empirical investigation.