Stressors are typically multidimensional, comprised of multiple physical and sensory components that rarely occur as single isolated events. This study used a 2-day stress exposure paradigm to assess functional activation patterns (by Fos expression) in key corticolimbic structures following repeated context, repeated restraint, context followed by restraint or restraint followed by context. On day 1, rats were transported to a novel context and either restrained for 6 h or left undisturbed. On day 2, these two groups were either restrained or not in the same context, then processed for Fos immunohistochemistry. Regardless of prior stress experience, rats exposed to context only on day 2 expressed more Fos-like immunoreactive (IR) labeling in CA1 and CA3 of dorsal hippocampus, basolateral amygdala and central amygdala than those that were not. This pattern was reversed in the dentate gyrus infrapyramidal blade. In contrast, in the infralimbic region of the medial prefrontal cortex (mPFC), the experience of a single restraint on either day 1 or day 2 rats elevated Fos-like IR relative to rats that had been exposed to context alone. These data show that exposure to context produces robust Fos induction in the hippocampus and amygdala, regardless of prior experience with restraint and compared to the immediate experience of restraint, with prior experience modulating Fos expression within the mPFC.