This paper reviews a body of work conducted in our laboratory that applies functional magnetic resonance imaging (fMRI) to better understand the biological response and change that occurs during prototype-distortion learning. We review results from two experiments (Little, Klein, Shobat, McClure, & Thulborn, 2004; Little & Thulborn, 2005) that provide support for increasing neuronal efficiency by way of a two-stage model that includes an initial period of recruitment of tissue across a distributed network that is followed by a period of increasing specialization with decreasing volume across the same network. Across the two studies, participants learned to classify patterns of random-dot distortions (Posner & Keele, 1968) into categories. At four points across this learning process subjects underwent examination by fMRI using a category-matching task. A large-scale network, altered across the protocol, was identified to include the frontal eye fields, both inferior and superior parietal lobules, and visual cortex. As behavioral performance increased, the volume of activation within these regions first increased and later in the protocol decreased. Based on our review of this work we propose that: (i) category learning is reflected as specialization of the same network initially implicated to complete the novel task, and (ii) this network encompasses regions not previously reported to be affected by prototype-distortion learning.