Many people have had the experience of knowing what song will play next on an album (even one heard only a few times). Conversely, many people fail to recognize an acquaintance encountered in an unfamiliar context. Associations can likely form simply because items appear nearby in time, and not only due to semantic similarity. Using surprise recognition testing, we examine the automatic storage of associations between successively encountered words on a list of incidentally studied words. Many modern memory models assume storage of such associations, but with little evidence as yet (e.g., Cox & Shiffrin, 2012; REM-II Mueller & Shiffrin, 2006). We find evidence for sequential associations, which are further improved by shared semantics or study context. We also find improved accuracy and response time for old words preceded by old words, and for new words preceded by new words—regardless of the previous response.