We consider the question: what can be learnt by looking at and listening to a large amount of unlabelled videos? There is a valuable, but so far untapped, source of information contained in the video itself -- the correspondence between the visual and the audio streams, and we introduce a novel "Audio-Visual Correspondence" learning task that makes use of this. Training visual and audio networks from scratch, without any additional supervision other than the raw unconstrained videos themselves, is shown to successfully solve this task, and, more interestingly, result in good vision and audio representations. These features set the new state-of-the-art on two sound classification benchmarks, and perform on par with the state-of-the-art self-supervised approaches on ImageNet classification. We also demonstrate that the network is able to localize objects in both modalities, as well as perform fine-grained recognition tasks.