Although second-order motion may be detected by early and automatic mechanisms, some models suggest that perceiving second-order motion requires higher-order processes, such as feature or attentive tracking. These types of attentionally mediated mechanisms could explain the motion aftereffect (MAE) perceived in dynamic displays after adapting to second-order motion. Here we tested whether there is a second-order MAE in the absence of attention or awareness. If awareness of motion, mediated by high-level or top-down mechanisms, is necessary for the second-order MAE, then there should be no measurable MAE if the ability to detect directionality is impaired during adaptation. To eliminate the subject's ability to detect directionality of the adapting stimulus, a second-order drifting Gabor was embedded in a dense array of additional crowding Gabors. We found that a significant MAE was perceived even after adaptation to second-order motion in crowded displays that prevented awareness. The results demonstrate that second-order motion can be passively coded in the absence of awareness and without top-down attentional control.