Repeated administration of opioids produces long-lasting changes in -opioid receptor (MOR) signaling that underlie behavioral changes such as tolerance. Mitogen-activated protein kinase (MAPK) pathways, including MAPK extracellular signal-regulated kinases (ERK1/2), are modulated by opioids and are known to produce long-lasting changes in cell signaling. Thus, we tested the hypothesis that ERK1/2 activation contributes to the development and/or expression of morphine tolerance mediated by the periaqueductal gray (PAG). Changes in phosphorylated ERK1/2 expression were assessed with confocal microscopy and compared to behavioral measures of tolerance to the antinociceptive effects of chronic morphine administration. Repeated microinjection of morphine into the PAG produced tolerance and caused a significant increase in ERK1/2 phosphorylation, an effect not evident with acute morphine microinjection. Microinjection of the MAPK/ERK kinase inhibitor, 1,4-diamino-2,3-dicyano-1,4-bis(o-aminophenylmercapto)butadiene ethanolate (U0126), into the PAG had no effect on antinociception produced by acute morphine administration. However, repeated coadministration of U0126 and morphine into the PAG blocked ERK1/2 phosphorylation and enhanced the development of morphine tolerance. Coadministration of U0126 with morphine only on the test day also enhanced the expression of morphine tolerance. Administration of the irreversible opioid receptor antagonist -chlornaltrexamine blocked the activation of ERK1/2 caused by repeated morphine microinjections, demonstrating that ERK1/2 activation was a MOR-mediated event. In summary, these studies show that chronic morphine administration alters ERK1/2 signaling and that disruption of ERK1/2 signaling enhances both the development and expression of morphine tolerance. Contrary to expectations, these data indicate that ERK1/2 activation opposes the development of morphine tolerance.Opioid receptor activation results in both acute and longterm changes in neuronal physiology. Tolerance, defined as a decrease in agonist potency with repeated administration, is an example of a long-term change caused by opioids. Although tolerance to the antinociceptive effect of morphine develops rapidly with repeated opioid administration (Bailey and Connor, 2005), the signaling mechanism underlying the loss of potency has not been elucidated. One problem with identifying the mechanism is that -opioid receptor (MOR) signaling is coupled to several downstream effectors, including inhibition of adenylyl cyclase, activation of K ϩ channels, inhibition of Ca 2ϩ channels, and activation of p42/44 mitogen-activated protein kinases (MAPK) (Spencer et al., 1997;Standifer and Pasternak, 1997;Williams et al., 2001).MAPK extracellular signal-regulated kinases (ERK1/2) are prime candidates for the cellular mechanism underlying tolerance because they are known to contribute to synaptic