Our everyday surroundings provide an overwhelming amount of information. In contrast, our processing resources are limited. Thus, it is necessary to prioritize important information while inhibiting distracting information. This prioritization process is especially important when encountering a situation or stimulus which is important for survival and feeling emotional arousal. However, there is surprisingly little consensus about how emotional arousal influences top-down prioritization. Building on our recent model, the proposed project addresses the novel hypothesis that emotional arousal influences top-down prioritization by enhancing the processing of important information (target enhancement) and suppressing representations of distracting information (distractor suppression). To test this hypothesis, I will examine the effects of arousal for target enhancement and distractor suppression separately by using both behavioural and neuroimaging methodologies. In addition, the proposed project will include both younger and older adults to characterize the age-related changes between emotional arousal and top-down prioritization. Relative to younger adults, older adults typically show selective deficits in distractor suppression with preserved target enhancement processing. Thus, examination of the effects of arousal in older adults should provide insights into whether emotional arousal can facilitate target enhancement independently from distractor suppression. For decades, research on emotion-cognition interaction focused on whether and how emotionally arousing stimuli are differently processed than neutral stimuli. However, this focus is only part of the story. The results from this project should advance scientific understanding of another important aspect of arousal effects: how and why emotionally arousing stimuli can influence the processing of other neutral information.