A biologically detailed computational model is described of how categorization judgments become automatic in tasks that depend on procedural learning. The model assumes 2 neural pathways from sensory association cortex to the premotor area that mediates response selection. A longer and slower path projects to the premotor area via the striatum, globus pallidus, and thalamus. A faster, purely cortical path projects directly to the premotor area. The model assumes that the subcortical path has greater neural plasticity because of a dopamine-mediated learning signal from the substantia nigra. In contrast, the cortical-cortical path learns more slowly via (dopamine independent) Hebbian learning. Because of its greater plasticity, early performance is dominated by the subcortical path, but the development of automaticity is characterized by a transfer of control to the faster cortical-cortical projection. The model, called SPEED (Subcortical Pathways Enable Expertise Development), includes differential equations that describe activation in the relevant brain areas and difference equations that describe the 2- and 3-factor learning. A variety of simulations are described, showing that the model accounts for some classic single-cell recording and behavioral results.