In two experiments, the marine mollusk Hermissenda crassicornis was exposed to context discrimination training. In one context, defined by the presence of a diffuse chemosensory stimulus (shellfish extract A), brief, unsignaled, unconditioned stimuli (USs; high-speed rotation) were presented; in a second context, defined by the presence of shellfish extract B, no USs were presented. Animals were then tested (at both 1.5 and 24 h) by exposing them to small pieces of the shellfish meat used to define the two contexts. The latency to strike at the meat served as an index of the context-US association. In Experiment 1, the latency to strike at the cue associated with rotation was reduced relative to both preconditioning strike latencies and the associatively neutral cue. However, in a two-choice test where the animals could approach the conditioned or neutral stimulus, the animals regularly avoided the stimulus paired with rotation. Moreover, if, following conditioning, the animals were presented with an unsignaled rotation in the conditioned context or the neutral context, the animals exhibited more effective defensive clinging (an unconditioned reflex normally elicited by rotation) in the conditioned context, suggesting that it "prepared" the animal for the aversive US. In total, these results demonstrate that Hermissenda is capable of making associations to diffuse background (contextual) stimuli. Moreover, the results suggest that pairing the chemosensory cue with an aversive USelicits a strike response in Hermissenda when the animal is placed in forced contact with the cue and an active avoidance response when the animal can choose between that cue and a neutral cue.