Although emotional responses to stimuli may be automatic, explicit evaluation of emotion is a voluntary act. These bottom-up and top-down processes may be supported by distinct neural systems. Previous studies reported bottom-up responses in the amygdala, top-down responses in the orbital and ventromedial prefrontal cortices, and top-down modulation of the amygdalar response. The current study used event-related fMRI on fifteen healthy males to examine these responses in the absence of stimulus anticipation or task repetition. Factorial analysis distinguished bottom-up responses in the amygdala from top-down responses in the orbitofrontal cortex. Activation of ventromedial prefrontal cortex and modulation of amygdalar response were not observed, and future studies may investigate whether these effects are contingent upon anticipation or cognitive set.