Here we show inverse fMRI activation patterns in amygdala and medial prefrontal cortex (mPFC) depending upon whether subjects interpreted surprised facial expressions positively or negatively. More negative interpretations of surprised faces were associated with greater signal changes in the right ventral amygdala, while more positive interpretations were associated with greater signal changes in the ventral mPFC. Accordingly, signal change within these two areas was inversely correlated. Thus, individual differences in the judgment of surprised faces are related to a systematic inverse relationship between amygdala and mPFC activity, a circuitry that the animal literature suggests is critical to the assessment of stimuli that predict potential positive vs negative outcomes.