Repeated administration of an opioid in the presence of specific environmental cues can induce tolerance specific to that setting (associative tolerance). Prolonged or repeated administration of an opioid without consistent contextual pairing yields non-associative tolerance. Here we demonstrate that cholecystokinin acting at the cholecystokinin-B receptor is required for associative but not non-associative morphine tolerance. Morphine given in the morphineassociated context increased Fos-like immunoreactivity in the lateral amygdala and hippocampal area CA1. Microinjection of the cholecystokinin B antagonist L-365,260 into the amygdala blocked associative tolerance. These results indicate that cholecystokinin acting in the amygdala is necessary for associative tolerance to morphine's analgesic effect.The role of cholecystokinin (CCK) as an anti-opioid peptide is firmly established. CCK suppresses the analgesic effect of morphine and other μ-opioid receptor agonists 1,2 . CCK antagonists potentiate the analgesic effects of exogenous and endogenous μ-opioid receptor agonists 3-8 and enhance the inhibitory effect of morphine on nociceptive dorsal horn neurons 9,10 . Additionally, CCK antagonists impede the acquisition of morphine tolerance yet have no effect on morphine dependence or withdrawal 3,[11][12][13][14][15][16] . Although CCK antagonists potentiate the effects of opioids, they do not alter nociceptive threshold levels when administered independently 8,16 . There are two distinct CCK receptors (CCK-A and CCK-B) in the CNS [17][18][19][20] .Learning can contribute to drug tolerance [21][22][23][24][25][26][27] . When morphine administration is paired with specific environmental cues, these cues can act as conditioned stimuli that elicit a conditioned response opposing the agonist effect of morphine (associative tolerance). Although associative analgesic tolerance following repeated opioid administration is well established, the underlying neurobiological mechanisms are unknown.