Drawing on dual-process theories of cognitive function, the degree to which spatial contiguity influences incidental learning outcomes was examined. It was hypothesized that spatial contiguity would mediate what was learned even in the absence of an explicit learning goal. To test this hypothesis, 149 adults completed a multimedia-related task under the guise of usability testing. As participants interacted with the environment, incidental learning material was displayed on the screen with varying degrees of spatial contiguity and without explanation. Upon completion of the task, participants were administered an unexpected retention test assessing their knowledge of the incidental learning material. The results produced clear evidence that spatial contiguity influenced what was learned automatically without conscious processing. The paper ends with a discussion of the implications of dual-process theories for multimedia learning design and research.