Intracellular recordings were made from 21 cells in the dorsolateral periaqueductal gray matter in coronal midbrain slices. In the majority (n = 20) bath application of 5-hydroxytryptamine (30 or 150 mM) evoked either hyperpolarizing (n = 11) or depolarizing (n = 9) responses. Reconstructions of 11 neurons in the dorsolateral periaqueductal gray matter after filling with biocytin revealed a population of output neurons whose axons followed a dorsolateral trajectory towards the perimeter of the ipsilateral periaqueductal gray matter. In seven cells, the axon could be followed into the adjacent mesencephalic reticular formation. At the light microscopic level, immunostaining for 5-hydroxytryptamine revealed immunoreactive processes throughout the dorsolateral periaqueductal gray matter but no labelled somata or dendrites. Close associations (i.e. no discernible gap) were observed between serotonergic profiles and the somata and dendrites of biocytin-filled cells. At the ultrastructural level, serial sections through 21 appositions on to biocytin-filled dendrites in three slices revealed 19 true appositions (i.e. having closely parallel plasma membranes with no intervening glial cell profiles) with the biocytin-filled dendrite. Only four of the appositions (21%) showed evidence of synaptic specializations which included aggregations of synaptic vesicles, and some thickening of the apposing membrane. The dense reaction product in the biocytin-filled cells precluded identification of the ultrastructure of postsynaptic elements. However, examination of contacts between 5-hydroxytryptamine-immunoreactive profiles and unlabelled elements in material taken from the contralateral side of the periaqueductal gray matter (i.e. no biocytin present) or in material taken from perfusion-fixed whole brain, in which ultrastructural preservation was superior compared with slices, revealed a similar incidence (21% and 23%, respectively) of synaptic specializations. The data indicate that serotonergic transmission on to output neurons in the dorsolateral periaqueductal gray matter is largely mediated by non-junctional contacts, suggesting that the actions of 5-hydroxytryptamine on these cells are mediated predominantly by volume rather than wiring transmission.