Behaviors are motivated by two emotional valences: Seeking pleasure and avoiding pain. The ability to select appropriate behavioral responses to environmental stimuli, such as avoiding a predator or approaching a food source, is critical for survival. The perturbation of valence processing is also relevant to a number of psychiatric disease states. Within a given type of behavior, such as feeding or social interaction, motivational drives of both positive and negative valence can contribute. For example, feeding can be driven by the rewarding aspects of food consumption or by the motivation to escape the aversive state of hunger. Recent insights from our lab outline a diverse set of circuit-level processes that can modulate valence in a given behavior. We hope these basic science insights will lead to the development of more effective and specific therapeutics capitalizing on a solid understanding of neural circuitry.