Memory formation for a passive avoidance task in the domestic chick is likely to involve a hyperstriatum ventrale (IMHV)-archistriatum-lobus parolfactorius (LPO) arc. The present study summarises previous findings, relevant to this neural system, and is also supplemented with some recent data from our laboratory. Projections from the IMHV on the archistriatum, as well as from the archistriatum on the LPO, have been characterised using a combination of anterograde pathway tracing (Phaseolus lectin), and post-embedding GABA and glutamate immunocytochemistry. The majority of IMHV efferents have been found to synapse with dendritic spine heads and necks of densely spiny projection neurons of the ventral archistriatum, and the ultrastructure of synapses suggested a potent excitatory input. Similar synaptic connections of the excitatory type were ultrastructurally verified between ventral archistriatal afferent terminals and dendrites or spines of the LPO, suggesting an involvement of the medium sized spiny neurons, which are typical of the striatum. Although some of the IMHV boutons terminating in the archistriatum were immunoreactive to glutamate, this was not observed in the archistriatal-LPO pathway. Tegmental connections of the basal ganglia, in particular LPO, are also likely to play a role in processing of the avoidance response. We have demonstrated reciprocal connections between the LPO and dopaminergic (TH-positive) neurons of the substantia nigra and ventral tegmentum. Dopamine D1 receptors were upregulated bilaterally in the LPO following avoidance learning and this response was not accompanied by significant changes in the level of dopamine or its metabolites (HVA, DOPAC), as revealed by HPLC chromatography of brain samples dissected from the LPO of control and trained chicks. The dopamine receptor-related phosphoprotein DARPP-32 was localised in dendritic elements of the LPO, often forming asymmetric synapses with glutamate immunoreactive axon terminals. The findings are consistent with a scenario in which the striatum acts as a suppressor of natural pecking behaviour. Learned visual association with the target (bead) occurs in the IMHV and is relayed to the basal ganglia via the limbic archistriatum (amygdala equivalent), the latter introducing a motivational element (aversion, fear). Suppression of a brainstem pecking centre is likely to involve activation of the nigrostriatal (tegmentostriatal) dopaminergic circuit.