The neural basis underlying implicit semantic priming was investigated using event-related fMRI. Prime-target pairs were presented auditorily for lexical decision (LD) on the target stimulus, which was either semantically related or unrelated to the prime, or was a nonword. A tone task was also administered as a control. Behaviorally, all participants demonstrated semantic priming in the LD task. fMRI results showed that for all three conditions of the LD task, activation was seen in the superior temporal gyrus (STG), the middle temporal gyrus (MTG), and the inferior parietal lobe, with greater activation in the unrelated and nonword conditions than in the related condition. Direct comparisons of the related and unrelated conditions revealed foci in the left STG, left precentral gyrus, left and right MTGs, and right caudate, exhibiting significantly lower activation levels in the related condition. The reduced activity in the temporal lobe suggests that the perception of the prime word activates a lexical— semantic network that shares common elements with the target word, and, thus, the target can be recognized with enhanced neural efficiency. The frontal lobe reductions most likely reflect the increased efficiency in monitoring the activation of lexical representations in the temporal lobe, making a decision, and planning the appropriate motor response.