Looking is a fundamental exploratory behavior by which infants acquire knowledge about the world. In theories of infant habituation, however, looking as an exploratory behavior has been deemphasized relative to the reliable nature with which looking indexes active cognitive processing. We present a new theory that connects looking to the dynamics of memory formation and formally implement this theory in a Dynamic Neural Field model that learns autonomously as it actively looks and looks away from a stimulus. We situate this model in a habituation task and illustrate the mechanisms by which looking, encoding, working memory formation, and long-term memory formation give rise to habituation across multiple stimulus and task contexts. We also illustrate how the act of looking and the temporal dynamics of learning affect each other. Finally, we test a new hypothesis about the sources of developmental differences in looking. (Contains 2 notes, 2 tables, and 19 figures.)