Conditioned stimuli (CSs) associated with paced copulation induce a conditioned partner preference for males bearing the CS. Here we examined the activation of Fos immunoreactivity (Fos-IR) following exposure to a CS previously paired with either paced or nonpaced copulation. Ovariectomized, hormone-primed rats received 10 sequential conditioning trials at 4-day intervals. In experiment 1, females in the odor-paired group learned to associate an almond odor on a male with paced copulation and an unscented male with nonpaced copulation. In the odor-unpaired group, females received the opposite association. In experiment 2, females associated two different strains of male, Long-Evans or Wistar, with paced or nonpaced copulation, respectively. A preference test indicated that females in both experiments developed a conditioned preference for the pacing-related males, as indicated by significantly more solicitations toward the male and a preference to copulate with the pacing-related male. Subsequently, females were exposed to the CS (odor or strain) alone for 1 h prior to kill and preparation of their brains for immunocytochemistry. In both experiments, the CS associated with paced copulation produced significantly more Fos-IR in the piriform cortex, medial preoptic area, and ventral tegmental area, relative to the same odor or strain cues associated with nonpaced copulation. These findings provide evidence that the state associated with paced copulation can be conditioned to environmental stimuli such as neutral odors or strain cues, which earn an incentive value via classical conditioning. The significance of the brain areas activated is discussed with regard to their role in sexual and other motivated behaviors.