The basal forebrain is a confluence of systems that are crucial to understanding some of the most important functions of the brain, including reward and punishment, learning and cognition, and feeding and reproduction. Basic to understanding this broad spectrum of behavior is untangling the interwoven functional systems in basal forebrain. This has been grounded by the appreciation that the major nearby structures, that is, amygdala and basal ganglia, provide a context for interpreting basal forebrain areas that are best viewed as extensions of either of these larger regions. The components of basal forebrain, the ventral striatopallidal system and the medial and central divisions of extended amygdala, are subcortical relays for information garnered from brain stem, thalamus, and cortical areas. With respect to the classically defined amygdala of the temporal lobe, the lateral-basolateral complex, and the superficial amygdaloid nuclei may tentatively be viewed as specialized cortical regions. Their output targets both the striatopallidal complex and the extended amygdala, with some of the most massive basal forebrain efferents originating in the basolateral amygdaloid complex. The subcortical projections of the basolateral nucleus, at least in the rat, appear to be dichotomous, with anterior (or magnocellular) portions of the nucleus preferentially targeting striatum and ventral striatum (including the core of the nucleus accumbens), while the posterior (small-celled) portions of the basolateral nucleus target the extended amygdala as well as the shell of the nucleus accumbens. This divergence represents a particular opportunity for behavioral neuroscientists analyzing basal forebrain functions. Studies exploiting the dual subcortical projection of basolateral amygdala indicate distinct functional roles for striatum versus extended amygdala. These reinforce the identification of extended amygdala as a functional-anatomical entity distinct from the striatopallidal system.