Scientific and popular lore have promulgated a connection between emotion and the limbic forebrain. However, there are a variety of structures that are considered limbic, and disagreement as to what is meant by "emotion". This essay traces the initial studies upon which the connection between emotion and the limbic forebrain was based and how subsequent experimental evidence led to confusion both with regard to brain systems and to the behaviors examined. In the process of sorting out the bases of the confusion the following rough outlines are sketched: 1) Motivation and emotion need to be distinguished. 2) Motivation and emotion are processed by the basal ganglia; motivation by the striatum and related structures, emotion by limbic basal ganglia: the amygdala and related structures. 3) The striatum processes activation of readiness, both behavioral and perceptual; the amygdala processes arousal, an intensive dimension that varies from interest to panic. 4) Activation of readiness deals with "what to do?" Arousal deals with novelty, with "what is it?" 5) Thus both motivation and emotion are the proactive aspects of representations, of memory: motivation, an activation of readiness; emotion, a processing of novelty, a departure from the familiar. 6) The hippocampal-cingulate circuit deals with efficiently relating emotion and motivation by establishing dispositions, attitudes. 7) The prefrontal cortex fine-tunes motivation, emotion and attitude when choices among complex or ambiguous circumstances are made.