The afferent input to the basal forebrain cholinergic neurons from the pontomesencephalic tegmentum was examined by retrograde transport of wheatgerm agglutinin-horseradish peroxidase in combination with immunohistochemistry. Multiple tyrosine hydroxylase-, dopamine-beta-hydroxylase-, serotonin- and choline acetyltransferase-immunoreactive fibres were observed in the vicinity of the choline acetyltransferase-immunoreactive cell bodies within the globus pallidus, substantia innominata and magnocellular preoptic nucleus. Micro-injections of horseradish peroxidase-conjugated wheatgerm agglutinin into this area of cholinergic perikarya led to retrograde labelling of a large population of neurons within the pontomesencephalic tegmentum, which included cells in the ventral tegmental area, substantia nigra, retrorubral field, raphe nuclei, reticular formation, pedunculopontine tegmental nucleus, laterodorsal tegmental nucleus, parabrachial nuclei and locus coeruleus nucleus. Of the total population of retrogradely labelled neurons, a significant (approximately 25%) proportion were tyrosine hydroxylase-immunoreactive and found in the ventral tegmental area (A10), the substantia nigra (A9), the retrorubral field (A8), the raphe nuclei (dorsalis, linearis and interfascicularis) and the locus coeruleus nucleus (A6), Another important contingent (approximately 10%) was represented by serotonin neurons of the dorsal raphe nucleus (B7), the central superior nucleus (B8) and ventral tegmentum (B9). A small proportion (less than 1%) was represented by cholinergic neurons of the pedunculopontine (Ch5) and laterodorsal (Ch6) tegmental nuclei. These results demonstrate that pontomesencephalic monoamine neurons project in large numbers up to the basal forebrain cholinergic neurons and may represent a major component of the ventral tegmental pathway that forms the extra-thalamic relay from the brainstem through the basal forebrain to the cerebral cortex.