The vestibular system provides an attractive model for understanding how changes in cellular and synaptic activity influence learning and memory in a quantifiable behavior, the vestibulo-ocular reflex. The vestibulo-ocular reflex produces eye movements that compensate for head motion; simple yet powerful forms of motor learning calibrate the circuit throughout life. Learning in the vestibulo-ocular reflex depends initially on the activity of Purkinje cells in the cerebellar flocculus, but consolidated memories appear to be stored downstream of Purkinje cells, probably in the vestibular nuclei. Recent studies have demonstrated that the neurons of the vestibular nucleus possess the capacity for both synaptic and intrinsic plasticity. Mechanistic analyses of a novel form of firing rate potentiation in neurons of the vestibular nucleus have revealed new rules of plasticity that could apply to spontaneously firing neurons in other parts of the brain.