1 The human visual system masks the perceptual consequences of retinal or cortical lesion-induced 2 scotomas by predicting what is missing from nearby regions of the visual field. To reveal the 3 neural mechanisms underlying this remarkable capacity, known as predictive masking, we used 4 fMRI and neural modeling to track changes in cortical population receptive fields (pRFs) and 5 connectivity in response to the introduction of an artificial scotoma (AS). Consistent with 6 predictive masking, we found that extrastriate areas increased their sampling of the V1 region 7 outside the AS projection zone. Moreover, throughout the visual field and hierarchy, pRFs 8 shifted their preferred position towards the AS border. A gain field model, centered at this 9 border, accounted for these shifts, especially for extrastriate areas. This suggests that a system-10 wide reconfiguration of neural populations in response to a change in visual input is guided by 11 extrastriate signals and underlies the predictive masking of scotomas. 12 13 When the information extracted from a visual scene is incomplete, the visual system attempts to 14 predict what is missing based on information from nearby regions of the visual field. A 15 remarkable perceptual consequence is the masking of retinal lesions, which makes patients 16 remain unaware of their partial loss of vision. Consequently, such masking often results in 17 delayed diagnosis and treatment (1, 2) of such lesions. The underlying process to which we will 18 refer to as predictive masking (PM), also plays a prominent role in healthy perception, e.g 19 evident from the masking of the blind spot, the receptorless area of the retina where the optic 20 nerve leaves the eye, and from many visual illusions in which color, brightness, or textures 21 spread into and mask neighbouring regions of the visual field (3, 4). Consequently, the process is 22 sometimes also popularly referred to by this behavioral manifestation as "filling-in". 23Despite the scientific and clinical relevance of PM, its underlying neuronal mechanisms are still 24 poorly understood. Human and animal physiology studies into PM and studies of the neural 25 consequences of retinal lesions have shown receptive field (RF) expansion and shifts in RF 26 preferred position towards spared portions of the visual field (5-9). However, such RF changes 27 also occur following simulated scotomas, thus suggesting that these changes may not result from 28 structural plasticity (10-12). Indeed, the observed RF changes may be an indirect consequence of 29 a modulation in the responses of neurons in the scotoma projection zone (SPZ), possibly caused 30 by gain adjustments that reduce the feedforward information (13-16), a downregulation of 31 inhibition (17), or a change in feedback from higher order areas with large RFs (18)(19)(20)(21). 32Such observations have led to the controversial hypothesis that predictive masking is explained 33 by neurons modifying their receptive field properties, (22) while the precise neural basis of PM...