Pain expression in neonates instigated by heel-lance for blood sampling purposes was systematically described using measures of facial expression and cry and compared across sleep/waking states and sex. From gate-control theory it was hypothesized that pain behavior would vary with the ongoing functional state of the infant, rather than solely reflecting tissue insult. Awake-alert but inactive infants responded with the most facial activity, consistent with current views that infants in this state are most receptive to environmental stimulation. Infants in quiet sleep showed the least facial reaction and the longest latency to cry. Fundamental frequency of cry was not related to sleep/waking state. This suggested that findings from the cry literature on qualities of pain cry as a reflection of nervous system 'stress', in unwell newborns, do not generalize directly to healthy infants as a function of state. Sex differences were apparent in speed of response, with boys showing shorter time to cry and to display facial action following heel-lance. The findings of facial action variation across sleep/waking state were interpreted as indicating that the biological and behavioral context of pain events affects behavioral expression, even at the earliest time developmentally, before the opportunity for learned response patterns occurs. Issues raised by the study include the importance of using measurement techniques which are independent of preconceived categories of affective response.