In this paradigm, a frozen spectro-temporally complex ' Target ' sound would be randomly re-occurring within a stream of random other complex sounds. We used an experimental stimulus paradigm adapted from human studies that triggers rapid and robust implicit learning to passively present complex sounds and imaged A1 Layer 4 (L4), A1 L2/3, and A2 L2/3. To identify ACtx regions and cells involved in this process, we simultaneously imaged population of neurons in different ACtx subfields using in vivo 2-photon imaging in awake mice. The auditory cortex (ACtx) is known to play a key role in this encoding process but the underlying circuits and if hierarchical processing exists are not known. This adaptation process represents an early phase of developing implicit learning of sound statistics and thus represents a form of auditory memory. Thus, fast encoding of inputs and identifying and adapting to reoccurring sounds are necessary for efficient and agile sound perception. Listening in complex sound environments requires rapid segregation of different sound sources e.g., speakers from each other, speakers from other sounds, or different instruments in an orchestra, and also adjust auditory processing on the prevailing sound conditions.