Moderately painful stimuli applied during sleep evoke motor and neural responses indicative of arousal, but seldom cause awakening. Different reactions occur in response to acute pain stimulation across behavioral states; pain reactions are modulated by the activity of serotonergic and non-serotonergic cells in the raphe magnus (RM). Serotonergic RM cells have state-dependent discharge and may inhibit simple motor withdrawal responses during waking. ON and OFF cells are non-serotonergic RM neurons thought to facilitate and inhibit pain, respectively. These cells display reciprocal spontaneous discharge patterns across the sleep-wake cycle, with ON cells most active during waking and OFF cells most active during sleep. We propose that they also play an important role in modulating the alertness evoked by any brief external stimulus, either noxious or innocuous. ON cells may facilitate alertness during waking and OFF cells suppress arousals during sleep. In the presence of chronic pain, both ON and OFF cell discharge appear to increase. The increase inON cell discharge may contribute to enhancing pain sensitivity and alertness. Future research is needed to understand why sleep is so adversely affected in chronic pain patients, whereas sleep is minimally disrupted, even by acutely painful stimuli, in humans and animals without chronic pain.