Abstract Introduction Resting state functional connectivity (FC) is widely used to assess functional brain alterations in patients with chronic pain. However, reports of FC changes accompanying tonic pain in pain-free persons is rare. A brain network disrupted during chronic pain is a network we term the Descending Pain Modulatory Network (DPMN). Here, we evaluate the effect of tonic pain on FC of this network: anterior cingulate cortex (ACC), amygdala (AMYG), periaqueductal gray (PAG), and parabrachial nuclei (PBN). Methods In 50 pain-free participants (30F), we induced tonic pain using a capsaicin-heat pain model. We used functional MRI to measure resting BOLD signal during pain-free rest where participants experienced warmth and tonic pain where participants experienced the same temperature thermode combined with capsaicin. We evaluated FC from ACC, AMYG, PAG, and PBN with correlation of self-report pain intensity with FC during both states. We hypothesized tonic pain would disrupt FC dyads within the DPMN. We used partial correlation to determine FC correlated with pain intensity and BOLD signal. Results Of hypothesized FC dyads, PAG and subgenual ACC was weakly disrupted during tonic pain (F=3.34; p=0.074; pain-free>pain d=0.25). sgACC-PAG FC became positively related to pain intensity (R=0.38; t=2.81; p=0.007). Right PBN-PAG FC during pain-free rest positively correlated with subsequently experienced pain (R=0.44; t=3.43; p=0.001). During tonic pain, FC of this connection was abolished (paired t=-3.17; p=0.0026). During pain-free rest, FC between left AMYG and right superior parietal lobule and caudate nucleus were positively correlated with subsequent pain. During tonic pain, FC between left AMYG and right inferior temporal and superior frontal gyri negatively correlated with pain. Subsequent pain positively correlated with right AMYG FC and right claustrum; left and right primary visual cortex; right middle temporal gyrus and right temporo-occipitoparietal junction. Finally, subsequent pain positively correlated with PAG FC and left cerebellum, left dorsolateral prefrontal, right posterior cingulate cortex and paracentral lobule, inferior parietal lobule, medial precuneus and PBN. Conclusion We demonstrate 1) tonic pain weakly disrupts of sgACC-PAG FC; 2) sgACC-PAG tonic pain FC positively correlates with pain; 3) right PBN-PAG FC predicts subsequent pain and is abolished during tonic pain. Finally, we reveal PAG- and right AMYG-anchored networks which predict intensity of tonic pain. Our findings suggest specific connectivity patterns within the DPMN at rest predict experienced pain and are modulated by tonic pain. These nodes and their functional modulation may reveal new therapeutic targets for neuromodulation and biomarkers to guide interventions. Highlights Parabrachial-periaqueductal gray (PAG) functional connectivity (FC) predicts pain Subgenual anterior cingulate cortex-PAG FC correlates with pain during tonic pain PAG- and amydalocortical networks at rest predict tonic pain intensity Resting FC of PAG supports cortical targets of neuromodulation to control pain