BACKGROUND Regular physical activity/exercise is an effective nonpharmacological treatment for individuals with chronic pain. Central inhibitory mechanisms, involving serotonin and opioids, are critical to analgesia produced by regular physical activity. The rostral ventromedial medulla (RVM) sends projections to the spinal cord to inhibit or facilitate nociceptive neurons and plays a key role in exercise-induced analgesia. OBJECTIVE The goal of these studies was to examine if regular physical activity modifies RVM-spinal cord circuitry. METHODS Male and female mice received Fluoro-Gold placed on the spinal cord to identify spinally projecting neurons from the RVM and the nucleus raphe obscurus/nucleus raphe pallidus, dermorphin-488 into caudal medulla to identify mu-opioid receptors, and were immunohistochemically stained for either phosphorylated-N-methyl-d-aspartate subunit NR1 (p-NR1) to identify excitatory neurons or tryptophan hydroxylase (TPH) to identify serotonin neurons. The percentage of dermorphin-488-positive cells that stained for p-NR1 (or TPH), and the percentage of dermorphin-488-positive cells that stained for p-NR1 (or TPH) and Fluoro-Gold was calculated. Physically active animals were provided running wheels in their cages for 8 weeks and compared to sedentary animals without running wheels. Animals with chronic muscle pain, induced by 2 intramuscular injections of pH 4.0, were compared to sham controls (pH 7.2). RESULTS Physically active animals had less mu-opioid-expressing neurons projecting to the spinal cord when compared to sedentary animals in the RVM, but not the nucleus raphe obscurus/nucleus raphe pallidus. No changes were observed for TPH. CONCLUSIONS These data suggest that regular exercise alters central facilitation so that there is less descending facilitation to result in a net increase in inhibition.