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A dense axonal plexus, arising in a portion of the magnocellular basal nucleus, was identified in the thalamic reticular nucleus in adult rats. The details of these axonal arbors as well as their relation to the neurons of the reticular nucleus were investigated by using Phaseolus vulgaris leucoagglutinin injections into the basal nucleus and intracellular injections of Lucifer yellow into reticular nucleus neurons. Axons arising in the caudal basal nucleus at the medial margin of the globus pallidus do not enter the dorsal thalamus but are confined to the reticular nucleus, where they arborize widely and densely. Neurons in the reticular nucleus are large, with sparsely spined and beaded dendrites, which radiate within the plane of the nucleus. Bouton-like swellings along basal nucleus axons are often found apposed to the somata of reticular nucleus neurons, although many are also apposed to dendrites. These morphological observations suggest a second potentially significant route, in addition to its well-known direct cortical projection, through which the magnocellular basal nucleus could influence cortical function: it may, by strategically modulating the excitability of reticular nucleus neurons, alter the general state of the thalamus and hence affect the initial transmission of information to the cortex.