In this article, we consider the extent to which variations in the neural activation associated with fear-related stimuli are obligatory or optional. More specifically, we investigated modulation of activation according to type of encoding operation, and how this relates to individual differences in fearfulness and attentional control. In an fMRI study, fear-related (relative to neutral) pictures preferentially activated many of the regions involved in a hierarchical system responsible for organizing defensive behavior, and differential activation in some of these areas was related to self-reported individual variations in fearfulness. Preferential activation according to type of stimulus persisted to a limited extent even when attention was diverted from its emotional aspects. Importantly, however, encoding tasks involving attention to emotional versus nonemotional attributes of the same pictures revealed a pattern of greater activation during emotional encoding, similar to that differentiating fear-related from neutral stimuli. Again, the degree of modulation varied according to individual differences. We conclude that fear-related pictures can recruit activation in the defensive system even when attention is directed elsewhere, but that the extent of this activation is modulated by attentional control mechanisms. More critically, both differential activation and its modulation by attentional control are related to individual variations in emotional vulnerability, in a manner that conforms to predictions derived from existing theoretical accounts.