Tongue position is controlled primarily by the mechanical actions of the extrinsic tongue muscles, which are innervated by separate branches of the hypoglossal (XIIth) nerve. The genioglossus (GG) muscle, which causes tongue protrusion, is innervated by the medial XIIth branch, while the hyoglossus (HG) and styloglossus (SG) muscles, which cause retraction of the tongue, are innervated by the lateral XIIth branch. A recent study showed that stimulating the XIIth nerve before its bifurcation into medial and lateral branches (i.e. co-activating the tongue protrudor and retractor muscles) caused tongue retraction in human subjects (Eisele, Smith, Alam & Schwartz, 1997). Consistent with these data, Gilliam & Goldberg (1995), using a rat model, found that the retractor muscles produce 10-20 times more force than the GG muscle, which explains why co-activation of both muscles results in strong tongue retraction. Thus, in both humans and rats, when protrudor and retractor muscle groups are activated maximally and 1. Our primary purpose was to test the hypothesis that the tongue protrudor (genioglossus, GG) and retractor (styloglossus, SG and hyoglossus, HG) muscles are co-activated when respiratory drive increases, and that co-activation will cause retraction of the tongue. This was addressed by performing two series of experiments using a supine, anaesthetized, tracheotomized rat in which tongue muscle force and the neural drive to the protrudor and retractor muscles could be measured during spontaneous breathing. In the first series of experiments, respiratory drive was increased progressively by occluding the tracheal cannula for thirty respiratory cycles; in the second series of experiments, the animals were subjected to hyperoxic hypercapnia and poikilocapnic hypoxia. 2. Airway occlusion for thirty breaths caused progressive, quantitatively similar increases in efferent motor nerve activity to protrudor and retractor tongue muscles. Net tongue muscle force was always consistent with tongue retraction during occlusion, and peak force rose in parallel with the neural activites. When airway occlusion was repeated following section of the lateral XIIth nerve branch (denervation of retractor muscles) the tongue either protruded (15Ï21 animals; 10 ± 2 mN at the 30th occluded breath) or retracted weakly (6Ï21 animals; 6 ± 2 mN at 30th occluded breath). 3. To ensure that our findings were not the result of damage to the muscle nerves, occlusion experiments were also done in eight animals in which GG EMG activity was recorded instead of nerve activities. Changes in peak integrated GG electryomyogram (EMG) activity and peak retraction force during occlusion were highly correlated (r = 0·86, slope = 1·05). 4. In separate experiments in fourteen rats, we found that hyperoxic hypercapnia and poikilocapnic hypoxia also result in parallel increases in the respiratory-related EMG activity of the GG and HG muscles. Also, as in the occlusion experiments, augmentations of protrudor and retractor muscle EMG activities were associate...