The response of medial thalamic neurons to noxious peripheral stimulation were studied with intracellular recording methods in the cat. Electrical stimulation of the contralateral forepaw produced an EPSP-IPSP sequence followed by rebound excitation in these medial thalamic neurons. Action potentials appeared with the initial EPSP or with the rebound excitation. The mean latency to onset was 15 ms for the EPSP and 33 ms for IPSP. In contrast, electrical stimulation of the PAG or of the pericruciate cerebral cortex produced large IPSPs in the medial thalamic neurons. When PAG or cortex stimulation were paired with noxious stimulation, both the PAG and cortex responses predominated over the noxious response. This shows that the PAG and the cerebral cortex have the capabilities of influencing the responses of the medial thalamus to noxious stimulation. The medial thalamus is part of the relay system which sends information about noxious stimulation to the cerebral cortex where the noxious information reaches conscious awareness, so influencing the message at the level of the medial thalamus would probably alter the conscious perception of pain. The data suggest the existence of an ascending pain modulation system from the midbrain to the thalamus and also suggests a mechanism of cortical control over pain perception.