The ability to respond adaptively to threats in a changing environment is an important emotional function. The amygdala is a critical component of the neural circuit that mediates many emotion-related processes, and thus likely plays an important role in modulating the peripheral emotional response to threat. However, prior research has largely focused on the amygdala's response to stimuli that signal impending threat, giving less attention to the amygdala's response to the threat itself. From a functional perspective, however, it is the response to the threat itself that is most biologically relevant. Thus, understanding the factors that influence the amygdala's response to threat is critical for a complete understanding of adaptive emotional processes. Therefore, we used functional MRI to investigate factors (i.e., valence and arousal of co-occurring visual stimuli) that influence the amygdala's response to threat (loud white noise). We also assessed whether changes in amygdala activity varied with the peripheral expression of emotion (indexed via skin conductance response; SCR). The results showed that threat-elicited amygdala activation varied with the arousal, not valence, of emotional images. More specifically, threat-elicited amygdala activation was larger to the threat when presented during high-arousal (i.e., negative and positive) versus low-arousal (i.e., neutral) images. Further, the threat-elicited amygdala response was positively correlated with threat-elicited SCR. These findings indicate the amygdala's response to threat is modified by the nature (e.g., arousal) of other stimuli in the environment. In turn, the amygdala appears to mediate important aspects of the peripheral emotional response to threat. © 2014 American Psychological Association.