Neurons in the rostral ventromedial medulla (RVM) contribute to the modulation of nociceptive transmission and to the analgesic effects of opioids. The RVM contains serotonergic terminal arbors, serotonergic neurons and several types of serotonin (5-HT) receptors. Limited evidence suggests that 5-HT acting within RVM decreases nociceptive responsiveness and contributes to opioid analgesia. The present study examines the density and distribution of serotonergic afferents onto physiologically identified neurons in the RVM. In anesthetized rats, RVM neurons were characterized by their response to noxious stimulation as either on (excited), off (inhibited) or neutral (unaffected) cells. Tissue containing intracellularly labeled RVM neurons was processed for 5-HT immunocytochemistry. Five off, five on, and three serotonergic neutral cells were examined with the confocal microscope for appositions between 5-HT immunoreactive (5-HT-IR) processes and intracellularly labeled processes. Serotonergic neutral cells had the highest density of 5-HT-IR appositions. The density of 5-HT-IR appositions onto off cells was slightly lower. On cells demonstrated the lowest density of 5-HT-IR appositions. These results indicate that 5-HT contributes to nociceptive modulation by direct actions on the activity of RVM cells. Because the RVM has several sources of serotonergic input and a number of different 5-HT receptor subtypes, further understanding of the role of RVM 5-HT afferents will require pharmacological studies to determine the action of 5-HT on each cell class and anatomical studies to determine the brainstem origin of serotonergic input to each cell class.