The rostral ventromedial medulla (RVM) modulates nociception through changes in the activity of two classes of neuron, ON- and OFF-cells. The activity of these neurons is regulated, in part, by input from the periaqueductal gray (PAG). The objective of this study was to determine whether PAG-mediated antinociception is associated with excitation of both ON- and OFF-cells in the RVM. Microinjection of morphine into the ventrolateral PAG produced antinociception at 50% of the injection sites. This antinociception was associated with continuous activation of RVM OFF-cells and inhibition of both the spontaneous and reflex-related activity of RVM ON-cells. Microinjection of kainic acid into the same injection sites produced antinociception 92% (37/40) of the time. Although kainic acid directly excites PAG output neurons, the changes in ON- and OFF-cell activity associated with microinjection of kainic acid into the ventrolateral PAG were the same as when morphine was injected. That is, ON-cells were inhibited and OFF-cells were activated. These data indicate that the excitatory connection between the PAG and RVM is directed at RVM OFF-cells specifically. In addition, these data suggest that direct activation of PAG output neurons, as occurs with kainic acid, is much more likely to produce antinociception than disinhibition of output neurons as occurs following morphine administration.