An auditory event-related potential component, the mismatch negativity (MMN), reflects automatic change detection and its prerequisite, sensory memory. This study examined the neural correlates of automatic change detection using BOLD fMRI and two rates of presentation previously shown to induce either a large or no MMN. A boxcar block design was employed in two functional scans, each performed twice. A block consisting of 1000-Hz standards (S) alternated with one consisting of 1000-Hz standards and 2000-Hz infrequent deviants (S + D). Presentation rate was either 150 or 2400 ms. Fourteen participants were instructed to ignore all auditory stimulation and concentrate on a film (no audio) by reading subtitles. Data analysis used SPM99 and random effects approach. Cluster statistics (P < 0.05, corrected) were employed at a height threshold of P < 0.001. At the short ISI, there was a significant BOLD response in the right superior temporal gyrus (STG), the left insula, and the left STG (including parts of primary auditory cortex). There were no suprathreshold clusters at the long rate, with S + D blocks inducing no greater activity than S blocks. These results support the hypothesis that the automatic detection of auditory change occurs in the STG bilaterally and relies on the maintenance of sensory memory traces.