The mediating role of learning in the relationship between repeated exposure and affect was explored and supported in three experiments involving a total of 229 undergraduate participants. It was found that both learning and affect measures behaved in essentially the same way as a function of exposure duration (experiments I and III), serial position (experiments I and II), rating delay (experiment I) and stimulus properties (experiment I). These results suggest learning may be intrinsically rewarding, and clarify one of the mechanisms involved in the relationship between exposure frequence and effect, extending Berlyne's (1970) two factor theory of "mere exposure" effects. (Author)