Integrating ideas from Mikulincer and Shaver’s (2003) process model of attachment and Nelson and Panksepp’s (1998) neurobiological theory of an integrated social emotion system, we predicted novel attachment-related learning effects. In two experiments, we tested for a unique form of conditioning based on the social regulation of emotion. Consistent with this theoretical integration, the results indicated that people develop more positive and less negative associations with faces of people who display genuine smiles if those faces have been implicitly paired with a distressing stimulus (e.g., a striking snake). These findings could have broad implications and should be of interest to researchers who study attachment, social and affective neuroscience, emotion, learning and memory, attitudes, and interpersonal relationships.