\- consists of a deeply placed continuous network of nerve cells and fibers that extend from the spinal cord through the medulla, pons, midbrain, subthalamus, hypothalamus, and the thalamus
\- has a direction connections with the limbic system, thalamus, hypothalamic, and subthalamic regions
\- receives input from most of the sensory systems and has efferent fibers that descend and influence nerve cells at all levels if the central nervous system