Stimuli that signal threat show considerable variability in the extent to which they enhance behavior, even among healthy individuals. However, the neural underpinning of this behavioral variability is not well understood. By manipulating expectation of threat in an fMRI study of fearful vs. neutral face categorization, we uncovered a network of areas underlying variability in threat processing in healthy adults. We explicitly altered expectation by presenting face images at three different expectation levels: 80%, 50%, and 20%. Subjects were instructed to report as fast and as accurately as possible whether the face was fearful (signaled threat) or not. An uninformative cue preceded each face by 4 seconds (s). By taking the difference between response times (RT) to fearful compared to neutral faces, we quantified an overall fear RT bias (i.e. faster to fearful than neutral faces) for each subject. This bias correlated positively with late trial fMRI activation (8 s after the face) during unexpected fearful face trials in bilateral ventromedial prefrontal cortex, the left subgenual cingulate cortex, and the right caudate nucleus and correlated negatively with early trial fMRI activation (4 s after the cue) during expected neutral face trials in bilateral dorsal striatum and the right ventral striatum. These results demonstrate that the variability in threat processing among healthy adults is reflected not only in behavior but also in the magnitude of activation in medial prefrontal and striatal regions that appear to encode affective value.