Place and grid cells are thought to use a mixture of external sensory information and internal attractor dynamics to organize their activity. Attractor dynamics may explain both why neurons react coherently following sufficiently large changes to the environment (discrete attractors) and how firing patterns move smoothly from one representation to the next as an animal moves through space (continuous attractors). However, some features of place cell behavior, such as the sometimes independent responsiveness of place cells to environmental change (called “remapping”), seem hard to reconcile with attractor dynamics. This paper suggests that the explanation may be found in an anatomical separation of the two attractor systems coupled with a dynamic contextual modulation of the connection matrix between the two systems, with new learning being back-propagated into the matrix. Such a scheme could explain how place cells sometimes behave coherently and sometimes independently.