Sustained administration of morphine in humans and in animals induces a state of abnormal pain (i.e., hyperalgesia) which may be associated with the development of reduced analgesic efficacy (i.e., tolerance). Evidence suggests that opiate treatment may upregulate cholecystokinin (CCK), a pronociceptive peptide, in the brain and spinal cord. Therefore, we hypothesized that CCK may be upregulated by opiate treatment in the rostral ventromedial medulla (RVM) and to subsequently drive descending facilitation mechanisms to elicit hyperalgesia and antinociceptive tolerance in rats.CCK administered into the RVM of naive rats elicited hyperalgesia which was blocked by either RVM CCK2 receptor antagonist L365,260; or by bilateral lesion of dorsolateral funiculus, a major bulbospinal descending pain modulation pathway from the RVM to spinal cord.Sustained subcutaneous morphine induced hyperalgesia and spinal antinociceptive tolerance. Both effects were reversed by RVM CCK2 antagonist, suggesting that the up-regulation of the endogenous RVM CCK system played a critical role in the expression of these phenomena.Lesion of cells in the RVM which selectively express CCK2 receptors with a saporin construct (CCK-SAP) to inhibit ribosome activity, prevented morphine-induced hyperalgesia and spinal antinociceptive tolerance. These findings suggest that the integrity of the RVM CCK system is required for the development of hyperalgesia and antinociceptive tolerance induced by sustained morphine.The CCK system does not seem to play a role in setting the baseline sensory thresholds in normal rats because neither RVM L365,260 nor CCK-SAP treatment altered baseline sensory thresholds in naive rats.CCK appears to be present exclusively in nerve terminals of RVM neurons in naive rats. There was no obvious change in the levels of CCK-LI, CCK2 receptor, or CCK2 receptor mRNA in the RVM after sustained morphine treatment. However, microdialysis studies showed an approximately 5-fold increase in basal CCK levels in the RVM after sustained morphine treatment.Taken together, our results support the hypothesis that increased release of CCK in the RVM is induced by sustained morphine and drives descending facilitation to mediate morphine-induced paradoxical "pain" and spinal antinociceptive tolerance.