The morphological and physiological substrates that underlie the mutual regulatory interactions of neurotensin and dopamine in the rat mesotelencephalic projections and related structures remain to be fully described. A salient candidate for neurotensinergic effects on the mesotelencephalic dopamine projection is the dense plexus of neurotensin immunoreactive axons that enmeshes the ventral tegmental area and substantia nigra, but the locations of the neurons that give rise to this plexus have not been identified and its systemic context remains obscure. To address this, Fluoro-Gold and the cholera toxin beta subunit, retrogradely transported axonal tracers, were injected into the ventral tegmental area of rats and the brains were processed to demonstrate neurons that contained both retrograde tracer immunoreactivity and a probe against neurotensin/neuromedin N messenger RNA. Substantial numbers of double-labeled neurons were observed in the rostral part of the lateral septum, and in a region centered on the shared boundaries of the bed nucleus of stria terminalis, ventromedial ventral pallidum, diagonal band of Broca, lateral preoptic area and rostral lateral hypothalamus. A few double-labeled neurons were also observed in the dorsal raphe nucleus and adjacent periaqueductal gray. Despite the administration of haloperidol and D-amphetamine to elicit and enhance neurotensin/neuromedin N messenger RNA expression in striatum, including the nucleus accumbens and olfactory tubercle, no double-labeled neurons were observed there. These results identify a novel brain substrate for control of midbrain dopamine levels, which affect reward mechanisms and motivation.