The genioglossus (GG) muscle of the tongue contributes to effective lung ventilation by maintaining an open pharyngeal airway. Decreased GG activity in sleep, especially REM sleep (Sauerland & Harper, 1976) can lead to airway narrowing, increased upper airway resistance and hypoventilation (Henke et al. 1992). In individuals with already anatomically narrow upper airways, such GG suppression can produce airway occlusion and obstructive sleep apnoea (Remmers et al. 1978), a serious sleep-related breathing disorder affecting approximately 4 % of adults (Young et al. 1993). However, despite increased knowledge of the major effects of sleep on GG activity, it is still not known which brainstem neural circuits and neurotransmitters modulate hypoglossal (XII) motor output to GG muscle in wakefulness and natural sleep.In vitro studies using neonatal tissue slices have shown that 5-HT depolarizes and increases the excitability of XII motoneurons (Berger et al. 1992). 5-HT also facilitates XII motoneurons in decerebrate cats (Kubin et al. 1992;Douse & White, 1996). Medullary raphe neurons provide the 5-HT inputs to XII motor nucleus (Manaker & Tischler, 1993) and show decreasing discharge from wakefulness to non-REM and REM sleep (Jacobs & Azmitia, 1992). There is also decreased discharge of medullary raphe neurons projecting to XII motor nucleus in a pharmacological model of REM sleep evoked by carbachol microinjection into the pontine reticular formation of decerebrate cats (Woch et al. 1996). This pharmacological REM-like state in decerebrate cats is also associated with reduced 5-HT at the XII motor nucleus (Kubin et al. 1994). 1. Serotonin (5-hydroxytryptamine, 5-HT) excites hypoglossal (XII) motoneurons in reduced preparations, and it has been suggested that withdrawal of 5-HT may underlie reduced genioglossus (GG) muscle activity in sleep. However, systemic administration of 5-HT agents in humans has limited effects on GG activity. Whether 5-HT applied directly to the XII motor nucleus increases GG activity in an intact preparation either awake or asleep has not been tested.2. The aim of this study was to develop a novel freely behaving animal model for in vivo microdialysis of the XII motor nucleus across sleep-wake states, and test the hypothesis that 5-HT application will increase GG activity.3. Eighteen rats were implanted with electroencephalogram and neck muscle electrodes to record sleep-wake states, and GG and diaphragm electrodes for respiratory muscle recording. Microdialysis probes were implanted into the XII motor nucleus and perfused with artificial cerebrospinal fluid (ACSF) or 10 mM 5-HT.4. Normal decreases in GG activity occurred from wakefulness to non-rapid eye movement (non-REM) and REM sleep with ACSF (P < 0.01). Compared to ACSF, 5-HT caused marked GG activation across all sleep-wake states (increases of 91-251 %, P < 0.015). Importantly, 5-HT increased sleeping GG activity to normal waking levels for as long as 5-HT was applied (3-5 h). Despite tonic stimulation by 5-HT, periods of phasic GG ...