Colorectal distention is a non-invasive stimulus used to study visceral pain processing in the nervous system. In this study, immunocytochemical labeling for the immediate-early gene, c-Fos, was used to map limbic brain structures involved in processing visceral pain. Rats received noxious colorectal distention while loosely restrained or loose restraint without distention (control). The brains were immunostained and the density of Fos-labeled nuclei within areas of the brain associated with limbic function were examined. Many cortical (cingulate; retrosplenial; insular; perirhinal, entorhinal) and subcortical (periaqueductal gray; locus coeruleus; lateral parabrachial area; paraventricular, anterodorsal and centromedian thalamic nuclei; lateral septal area; dorsomedial hypothalamus; cortical amygdala; subiculum) areas were labeled in the control rats, but significantly more Fos was observed in these areas following noxious colorectal distention (CRD). Additional areas were labeled following CRD but not restraint (e.g. infralimbic and prelimbic cortices; mediodorsal thalamic nucleus; central amygdaloid nucleus). The results show that noxious visceral stimuli result in Fos expression in limbic structures that exceeds that induced by restraint stress, suggesting that different pathways and circuits are recruited by stimuli which can produce similar emotional responses.