Cells in the ventral tegmental area (VTA) facilitate motivated behaviors, and the activity of VTA neurons is regulated by dense projections from the lateral hypothalamic area (LHA). Orexin (Orx) neurons in the lateral and perifornical hypothalamus play important roles in arousal, feeding, and energy metabolism. Orx cells contribute substantially to the LHA projection to the rat midbrain. However, the morphological features of Orx fibers in the VTA and whether they synapse onto dopamine (DA) or gamma-aminobutyric acid (GABA) neurons have not yet been investigated. We utilized immunoperoxidase and immunogold-silver staining to examine the morphological features and synaptic incidence of Orx-labeled axons in the VTA. We then combined immunoperoxidase labeling for Orx with immunogold-silver labeling for GABA or for tyrosine hydroxylase (TH) in DA neurons. Electron microscopic analysis revealed that most Orx-labeled axons in the VTA were passing fibers. The less common Orx varicosities were occasionally apposed to TH- or GABA-labeled dendrites without synapsing. Only a small proportion of Orx-positive axons synapsed onto dendrites or soma. The synapses included both asymmetric and symmetric types and targeted TH- and GABA-labeled profiles with equal frequency. These findings suggest that most Orx fibers in the VTA are axons passing to caudal brainstem structures. However, Orx does mediate some direct synaptic influence on VTA DA and GABA neurons. Additional nonsynaptic effects are suggested by the presence of numerous dense-cored vesicles. These studies have important implications for understanding the mechanisms whereby Orx can alter behavior through regulating VTA DA and GABA cell activity.