Learning of procedural skills develops gradually, with performance improving significantly with practice. But improvement on some tasks, including a visual texture discrimination task, continues in the absence of further practice, expressly during periods of sleep and not across equivalent waking episodes. Here we report that the brain activation revealed significantly different patterns of performance-related functional activity following a night of sleep relative to 1 h post-training without intervening sleep. When task activation patterns after a night of sleep were compared with activation patterns without intervening sleep (1 h post-training), significant regions of increased signal intensity were observed in the primary visual cortex, the occipital temporal junction, the medial temporal lobe and the inferior parietal lobe. In contrast, a region of decreased signal intensity was found in the right temporal pole. Corroborating these condition differences, correlations between behavioural performance and brain activation revealed significantly different patterns of performance-related functional activity following a night of sleep relative to those without intervening sleep. Together, these data provide evidence of overnight bi-directional changes in functional anatomy, differences that may form the neural basis of sleep-dependent learning expressed on this task.