Evidence from hemodynamic and electrophysiological measures suggests that the processing of emotionally relevant information occurs in a spatially and temporally distributed affective network. ERP studies of emotional stimulus processing frequently report differential responses to emotional stimuli starting around 120 msec. However, the involvement of structures that seem to become activated at earlier latencies (i.e., amygdala and OFC) would allow for more rapid modulations, even in distant cortical areas. Consistent with this notion, recent ERP studies investigating associative learning have provided evidence for rapid modulations in sensory areas earlier than 120 msec, but these studies either used simple and/or very few stimuli. The present study used high-density whole-head magneto-encephalography to measure brain responses to a multitude of neutral facial stimuli, which were associated with an aversive or neutral odor. Significant emotional modulations were observed at intervals of 50–80 and 130–190 msec in frontal and occipito-temporal regions, respectively. In the absence of contingency awareness and with only two learning instances, a remarkable capacity for emotional learning is observed.