Cognitive properties of associative priming are different from those of the non-associative priming. We examined areas associated with associative priming to understand its cortical processing. After subjects had studied pairs of unrelated words, they were shown one of the studied words and a 3-letter word-stem that could be completed using either the word that was paired with the presented studied word (same context), or with a different word (different context). As compared to the fixation, both conditions elicited increased activations in the left prefrontal and decreased activation in the extrastriate cortex. Medial temporal lobe was activated only in the same-context condition. This finding helps to understand why associative priming is impaired in some amnesic patients.