Carbachol enhances rapid eye movement (REM) sleep when microinjected into the pontine reticular formation of the cat and rat. Carbachol elicits this REM sleep-like state via activation of postsynaptic muscarinic cholinergic receptors (mAChRs). The present study usedin vitroautoradiography of carbachol-stimulated [³⁵S]guanylyl-5′-O-(γ-thio)-triphosphate ([³⁵S]GTPγS) binding to test the hypothesis that carbachol activates mAChRs to induce stimulation of G-proteins in brainstem nuclei contributing to REM sleep generation. The results demonstrate a heterogeneous increase in carbachol-stimulated G-protein activation across rat brainstem. Binding of [³⁵S]GTPγS in the presence of carbachol, compared with basal binding, was significantly increased in the laterodorsal tegmental nucleus (75.7%), caudal pontine reticular nucleus (68.9%), oral pontine reticular nucleus (64.5%), pedunculopontine tegmental nucleus (55.7%), and dorsal raphe nucleus (54.0%) but not in the nucleus locus coeruleus. The activation of G-proteins by carbachol was concentration-dependent and antagonized by atropine, demonstrating that G-proteins were activated via mAChR stimulation. The results provide the first direct measures of mAChR-activated G-proteins in brainstem nuclei known to contribute to REM sleep generation.