It has been hypothesized that the amygdala mediates the processing advantage of emotional items. In the present study, we employed functional magnetic resonance imaging (fMRI) to investigate how fear conditioning affected the visual processing of task-irrelevant faces. We hypothesized that faces previously paired with shock (threat faces) would more effectively vie for processing resources during conditions involving spatial competition. To investigate this question, following conditioning, participants performed a letter-detection task on an array of letters that was superimposed on task-irrelevant faces. Attentional resources were manipulated by having participants perform an easy or a difficult search task. Our findings revealed that threat fearful faces evoked stronger responses in the amygdala and fusiform gyrus relative to safe fearful faces during low-load attentional conditions, but not during high-load conditions. Consistent with the increased processing of shock-paired stimuli during the low-load condition, such stimuli exhibited increased behavioral priming and fMRI repetition effects relative to unpaired faces during a subsequent implicit-memory task. Overall, our results suggest a competition model in which affective significance signals from the amygdala may constitute a key modulatory factor determining the neural fate of visual stimuli. In addition, it appears that such competitive advantage is only evident when sufficient processing resources are available to process the affective stimulus.