Restraint stress is the most commonly used laboratory stressor. It is difficult to characterize as psychological or physical, because past studies show psychological features, but the nature of confinement adds a physical dimension. This was the first study to investigate how experience with restraint stress affects brain response to the next stress without a physical burden. Pair-housed adult male rats were transported to a novel context and restrained or left undisturbed (6hr). The next day, rats were returned to the same context and were either restrained or left undisturbed in the context (n=8/group). After 90min, rats were euthanized to determine functional activation in limbic structures using Fos immunohistochemistry and to measure HPA axis reactivity through blood serum corticosterone levels. Regardless of day 1 experience, context exposure on day 2 enhanced Fos expression in CA1 and CA3 of the hippocampus, basolateral amygdala, and central amygdala. Conversely, other regions and corticosterone levels demonstrated modulation from the previous day's experience. Specifically, rats that were placed back into the restraint context but not restrained on day 2 showed enhanced Fos expression in the dentate gyrus suprapyramidal blade (DGSup), and infralimbic cortex (IL). Also Fos expression was attenuated in rats that received two restraint exposures in the IL and medial amygdala (MEA), suggesting habituation. Only the DG infrapyramidal blade (DGInf) showed enhanced Fos expression to restraint on day 2 without influence of the previous day. While context predominately directed Fos activation, prior experience with restraint influenced Fos expression in the DGSup, IL, MEA and corticosterone levels to support restraint having psychological components.