Abstract: Fluctuations in brain on-going activity can be used to reveal its intrinsic functional organization. To mine this information, we give a new hierarchical probabilistic model for brain activity patterns that does not require an experimental design to be specified. We estimate this model in the dictionary learning framework, learning simultaneously latent spatial maps and the corresponding brain activity time-series. Unlike previous dictionary learning frameworks, we introduce an explicit difference between subject-level spatial maps and their corresponding population-level maps, forming an atlas. We give a novel algorithm using convex optimization techniques to solve efficiently this problem with non-smooth penalties well-suited to image denoising. We show on simulated data that it can recover population-level maps as well as subject specificities. On resting-state fMRI data, we extract the first atlas of spontaneous brain activity and show how it defines a subject-specific functional parcellation of the brain in localized regions.