Counter-stimulation reduces pain perception; however, the role of attention during this process is rarely discussed despite attention itself being a well known modulator of pain perception. This study investigated the effect of attentional modulation on pain perception during counter-stimulation using fMRI. Subjects received a noxious thermal stimulus together with an innocuous vibratory counter-stimulus. Subjects directed their attention towards either pain, vibration, or a neutral visual stimulus. During painful and counter-stimulation all subjects reported a reduction in pain perception when attending to counter-stimulation compared with attending to pain. Imaging data supported this behavioural finding showing reduced activity in pain processing areas (anterior cingulate, insula, thalamus). These results suggest attention plays an important part in the pain relief experienced from counter-stimulation.