The intent of this study was to investigate neurochemical and behavioural effects of aversive stimulation and the impact of auditory background noise. Using in vivo microdialysis, hippocampal acetylcholine was extracted and subjected to HPLC analysis while male Wistar rats were exposed to aversive stimulation similar to that used in conventional procedures for aversive conditioning. Three groups of animals were used. Animals in the first group were exposed to a single tone/footshock pairing followed by a tone alone 2 h later. Animals in the second group served as controls and were only exposed to the tone without shock. A third group was exposed to the same tone/shock pairing and tone as the first group while being exposed to constant background noise during the whole experiment. The results showed, that the tone/shock combination led to pronounced behavioral and cholinergic activation. In contrast, exposure to background noise prevented the increase in hippocampal ACh levels to tone/shock stimulation. The unconditioned behavioural response, however, was not prevented suggesting that hippocampal ACh is not a necessary correlate of behavioural activation or arousal. A second experiment intended to investigate the effects of background noise in a shuttle box avoidance learning paradigm where rats were trained to avoid an aversive footshock, which was signalled by a tone. There, one group of rats was exposed to background noise during avoidance learning, and the other group was not exposed to noise. Whereas both groups learned to avoid the shock to some degree over training, the noise exposed animals did not show improvement in escape performance over the course of training, indicating that the noise hindered development of an adaptive response to the shock. In summary, our data indicate that background noise can prevent increased extracellular hippocampal ACh levels in response to an aversive stimulus, and can also lead to deficits in learning to escape from shock.