A novel model is presented to learn bimodally informative structures from audio-visual signals. The signal is represented as a sparse sum of audio- visual kernels. Each kernel is a bimodal function consisting of synchronous snippets of an audio waveform and a spatio-temporal visual basis function. To represent an audio-visual signal, the kernels can be positioned independently and arbitrarily in space and time. The proposed algorithm uses unsupervised learning to form dictionaries of bimodal kernels from audio- visual material. The basis functions that emerge during learning capture salient audio-visual data structures. In addition it is demonstrated that the learned dictionary can be used to locate sources of sound in the movie frame. Specifically, in sequences containing two speakers the algorithm can robustly localize a speaker even in the presence of severe acoustic and visual distracters.