Repetition priming is a basic form of learning associated with decreased neuronal responses following stimulus repetition. In this experiment, we address cholinergic and GABAergic modulation of repetition priming in a face recognition paradigm. In experiment 1, we used event-related functional magnetic resonance imaging (fMRI) in combination with pharmacological challenge where participants were given placebo, lorazepam (2mg po), or scopolamine (0.4 mg IV) prior to study. Behavioral data showed intact priming for famous faces in the placebo and lorazepam group but impaired priming following scopolamine. In within-group analyses, a right fusiform region showed a fame by repetition interaction characterized by a response decrease to repetition of famous faces and a response enhancement to repetition of unfamous faces in the placebo group. In subjects treated with lorazepam, a main effect of repetition, driven by response decreases to repetition of famous faces, was seen in this right fusiform region. No significant repetition effects were found after scopolamine. In experiment 2, we further investigated behaviorally the cholinergic impairment of repetition priming. Participants were given either placebo or scopolamine (0.4 mg IV) after study. Behavioral data showed intact priming for famous faces in the placebo and scopolamine group. The results suggest that scopolamine but not lorazepam impair repetition priming for famous faces in a face recognition paradigm. These cholinergic impairments are likely to reflect interference with acquisition processes during study that may co-occur with a modulation of right fusiform decreases to repetition of famous faces.