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The transition from acute to chronic pain is accompanied by increased engagement of emotional and motivational circuits. Adaptations within this corticolimbic circuitry contribute to the cellular and behavioral maladaptations associated with chronic pain. Central regions within the corticolimbic brain include the mesolimbic dopamine system, the amygdala, and the medial prefrontal cortex. The evidence reviewed herein supports the notion that chronic pain induces significant changes within these corticolimbic regions that contribute to the chronicity and intractability of pain. In addition, pain-induced changes in corticolimbic circuitry are poised to impact motivated behavior and reward responsiveness to environmental stimuli, and may modulate the addiction liability of drugs of abuse, such as opioids.Chronic pain is associated with increased engagement of emotional and motivational circuits.Changes in corticolimbic circuitry are accompanied by deficits in motivated behavior.Alterations in corticolimbic circuitry contribute to nociception and anxiety in chronic pain.