The distribution and morphology of serotonin-like immunoreactive (5HT-IR) nerve cells, fibres and terminals in the rat ventromedial mesencephalic tegmentum (VMT) was studied using qualitative and quantitative immunohistochemical methods at light and electron microscopic levels. All five component nuclei were examined and the size, number and density of immunoreactive neurons and terminals determined. Thirty percent of all neurons in the caudal linear nucleus and 1% in the interfascicular nucleus were immunoreactive for serotonin. Different regions of the VMT had morphologically distinct 5HT-IR fibres and quantitative differences between the VMT nuclei were seen in the density of 5HT-IR terminals. In the lateral VMT, many thick, nonvaricose 5HT-IR fibres were found in the parabrachial pigmented nucleus while many fine, varicose 5HT-IR fibres were found in the paranigral nucleus. Fine, varicose 5HT-IR fibres were also seen in the rostral and caudal linear nuclei. Many 5HT-IR axon profiles formed synapses with small calibre dendrites. 5HT-IR fibres in the interfascicular nucleus were thick with variable sized varicosities at irregular intervals. Few 5HT-IR axon profiles formed synapses in this nucleus. A comparison between the number of 5HT-IR terminals and the total number of axon terminals in the VMT (25) reveals that the majority of all terminals in the paranigral and rostral linear nuclei can be labelled with serotonin. The effect of serotonin on VMT cells is therefore likely to be mediated by different types of 5HT-IR fibres which preferentially innervate particular VMT nuclei.