A. cFos+orexin co-labeling in the LH was found to account for a significant portion of the variance in LTM freezing, with an R-squared of 0.24, F(1,19)= 5.925, p=0.024. B. cFos+Orexin positive cells in the lateral hypothalamus in the Lower and Upper 40% of post-extinction LTM freezing. There was a significant difference in the number of cells that expressed cFos and orexin between those that were the Lower and Upper 40% freezing, p=0.02. C. Lower and Upper 40% Post-extinction LTM freezing in rats processed for cFos and Orexin (N=12). Lower and Upper groups were significantly different, p<0.0001. Orexin (red) and cFos (green) immunohistochemistry in LH of Good (D, E) and Poor (F, G) extinguisher following CO2 reactivity. There appears to be more cFos labeled orexin cells in the Poor extinguisher, in support of our hypothesis. Scale bar=20 μm.