The vocal control system of zebra finches shows auditory gating in which neuronal responses to the individual bird's own song vary with behavioral states such as sleep and wakefulness. However, we know neither the source of gating signals nor the anatomical connections that could link the modulatory centers of the brain with the song system. Two of the song-control nuclei in the forebrain, the HVC (used as the proper name) and the interfacial nucleus of the nidopallium, both show auditory gating, and they receive input from the uvaeform nucleus (Uva) in the thalamus. We used a combination of anterograde and retrograde tracing methods to show that the dorsal part of the reticular formation and the medial habenula (MHb) project to the Uva. We also show by choline acetyl transferase immunohistochemistry that the MHb is cholinergic and sends cholinergic fibers to the Uva. Our findings suggest that the Uva might serve as a hub to coordinate neuromodulatory input into the song system. auditory gating ͉ cholinergic ͉ song system ͉ thalamus T he song system is a discrete, interconnected series of brain nuclei in songbirds that controls singing, which is a learned vocal behavior ( Fig. 1) (1). In addition to displaying song motor activity, neurons of most song nuclei selectively respond to playback of the individual bird's own song (BOS) (2). Responses to the BOS are not created de novo in each song nucleus (3) but are relayed from the HVC to a vocal motor pathway that includes the robust nucleus of the arcopallium (RA) and the tracheosyringeal part of the hypoglossal nucleus. Auditory information also is transmitted from the HVC to an anterior forebrain pathway that includes area X within the songbird medial striatum; the nucleus dorsolateralis anterior thalami, pars medialis; the lateral magnocellular nucleus of the anterior nidopallium; and the RA. The source of auditory input to the HVC is thought to be the interfacial nucleus of the nidopallium (NIf), in which selectivity for the BOS is not as exclusive as in the HVC (4). Both the degree and selectivity of BOS-evoked responses in the HVC vary with natural and induced behavioral states such as sleeping, wakefulness, and anesthesia. This phenomenon is called ''auditory gating'' (5) and provides evidence that links the modulation of auditory input with the vocal control system. The first site of gating in the chain of song nuclei is thought to be the NIf (6). However, little is known about the source of signals that control gating in the NIf. Although several candidate sources for neural modulation have been postulated (7,8), the connections between these areas and the song system remain tenuous. The present study provides anatomical evidence that the uvaeform nucleus (Uva), which projects to both the NIf and HVC, receives cholinergic fibers from neurons in the medial habenula (MHb) and also afferents from the nucleus reticularis superior, pars dorsalis (RSd). These thalamic areas are neuromodulatory centers in other vertebrates, suggesting that the Uva in songbirds ma...