Cholinergic basal forebrain neurons confined within the intrinsic connections of the extended amygdala in the caudal sublenticular region and anterior amygdaloid area (cSLR/AAA) differ from other basal forebrain cholinergic neurons in several morphological and neurochemical respects. These cSLR/AAA cholinergic neurons have been subjected to additional investigations described in this report. First, fibers traced anterogradely following injections of Phaseolus vulgaris-leucoagglutinin in the central amygdaloid nucleus were shown to contact cSLR/AAA cholinergic neurons and dendrites. Second, these neurons were shown to be contacted by numerous GABAergic boutons with symmetric synaptic specializations. Third, the numbers of synaptic densities of morphologically characterized symmetric contacts on the somata and proximal dendrites of cSLR/AAA cholinergic neurons were shown to significantly exceed those of extra-cSLR/AAA cholinergic neurons. Fourth, fine structural features distinguishing cSLR/AAA cholinergic neurons from other basal forebrain cholinergic neurons were revealed. Specifically, cSLR/AAA cholinergic neurons have less abundant cytoplasm and a less well-organized system of rough endoplasmic reticulum than their counterparts in other parts of the basal forebrain. Thus, morphologically and neurochemically distinct cSLR/AAA cholinergic neurons exhibit robust proximal inhibitory inputs, of which a significant number originate in the extended amygdala, while cholinergic neurons outside this region lack a substrate for strong proximal inhibitory input. The implications of these findings for interaction of fear, anxiety, and attention are considered.