The brain ability to identify and associate reward and aversive stimuli with other environmental cues allows an individual to select the most appropriate response. However, it is not clear to what degree the brain circuits mediating reward and aversion (fear) function independently or together. We recently found that the paraventricular thalamus (PVT), a region implicated reward signaling, is recruited for fear retrieval at later timepoints after learning. This suggests that PVT may be part of a core neural network integrating reward with fear responses. In aim 1, we will use electrophysiological recording techniques in vivo to characterize the activity of PVT neurons during retrieval of a reward- or fear-related memory. In aim 2, we will discriminate which PVT circuits can mediate reward or fear by using optogenetic tools to silence or activate specific PVT efferents to nucleus accumbens or amygdala. In aim 3, we will combine unit-recording with optogenetics to investigate how PVT can integrate the competition between innate fear and reward. Investigating how the brain circuits integrate reward and aversive stimuli may have clinical relevance for understanding adaptive and motivated behaviors.