This paper reviews evidence and theories concerning the nature of stimulus representations in Pavlovian conditioning. It focuses on the elemental approach developed in Stimulus Sampling Theory (Atkinson & Estes, 1963;Bush & Mosteller, 1951b) and extended by McLaren and Mackintosh (2000;2002), and contrasts this with models that that invoke notions of configural representations that uniquely code for different patterns of stimulus inputs (e.g., Pearce, 1987Pearce, , 1994Wagner & Brandon, 2001). The paper then presents a new elemental model that emphasizes interactions between stimulus elements. This model is shown to explain a range of behavioral findings, including those (e.g., negative patterning and biconditional discriminations) traditionally thought beyond the explanatory capabilities of elemental models. Moreover, the model offers a ready explanation for recent findings reported by Rescorla (2000;2001;2002b) concerning the way that stimuli with different conditioning histories acquire associative strength when conditioned in compound.