Internal states and behavior are associated with brain-wide changes in the activity of neuronal circuits. Such global shifts are believed to be implemented by changes in neuromodulatory tone. Neuromodulators originate from a few neurons and are released widely throughout the brain to alter the function of target circuits.The amygdala plays an essential role in the processing of emotional stimuli. Salience and synaptic alterations in this region are critical for emotional processing and learning. The amygdala is innervated by all major neuromodulators, yet we know little about the dynamics of neuromodulator release under physiological conditions and how neuromodulator combinations regulate amygdala circuit activity during different behavioral states and learning.To address this question we characterized the neuromodulatory inputs to the amygdala across behavioral states. Using novel sensors that report neuromodulator dynamics, paired with multi-site, multi-color fiber photometry, we simultaneously measured the release of all major neuromodulators (dopamine, acetylcholine, serotonin, and norepinephrine) in behaving mice and characterized their release patterns during distinct behaviors and identified the interactions between different neuromodulators.Further, using simultaneous optical and electrophysiological recordings from the amygdala using high- density silicon probes, we have identified distinct patterns of large-scale neuronal activity that are associated with differential neuromodulator combinations during distinct behavioral states.In summary, using these novel multi-modal recordings, we are able to jointly characterize the activity of these two core systems and to generate predictions about the causal influence of simultaneous combinatorial neuromodulation on the activity of downstream circuits and the resulting changes in the behavior.