The mind appears to be biased simultaneously toward both expected and unexpected inputs. For example, familiar scenes are usually perceived more readily than novel scenes, indicating the former bias, but a single novel object sometimes pops out from a familiar field, indicating the latter bias. A diverse literature and a computational model converge on the following resolution to this paradox: The former bias is conceptually driven and actually suppresses data-driven processing of expected inputs; in turn, this suppression disinhibits data-driven processing of unexpected inputs, yielding the latter bias. Evidence for suppressed data-driven processing of expected inputs is drawn from studies of perceptual habituation, semantic satiation, memory inhibition, inhibition of return, repetition blindness, primed inhibition, the word-inferiority effect, registration without learning, and both expert-and schema-based inhibitory effects. Evidence for enhanced data-driven processing of unexpected inputs is drawn from studies of the orienting response, mismatch negativity, memory facilitation, both expert-and schema-based facilitatory effects, and perceptual popout. The model, called mismatch theory, incorporates inhibitory and facilitatory perceptual dynamics and is found to simulate the opposing biases. Implications of mismatch theory for perceptual phenomenology, dynamic systems theory, mental health, and individual differences are also discussed.In a review of some of her research on perception and memory, Treisman (1992) concluded that by creating accumulated traces of past perceptual objects or events, the world molds our minds to recreate earlier experiences. At the same time, we retain an impressive capacity also to represent any new object that fails to find its match in our prior assembly of stored tokens. (p. 874) This observation echoes what Grossberg (1987) calls the stability-plasticity dilemma. How can the mind be molded to familiar environments and still remain vigilant for change? We suggest that the'opposing biases toward both what is most expected and what is least expected are among the most adaptive and revealing features of the mind. Part 1 of this paper presents a paradigmatic example of opposing mental biases in the form of our own prior work on novel popout. Part 2 outlines in general terms a possible explanation of novel popout and resolution of the stability-plasticity dilemma, called mismatch theory. Part 3 draws together diverse lines of empirical support for the key assumptions of mismatch theory. Part 4 de-