The mechanisms underlying opioid tolerance are not fully understood, but appear to be comprised of two types of plasticity or counter-adaptation, at the cellular level and through neuronal circuits. Current studies mostly emphasize the cellular adaptation mechanisms, which include altered gene expression and receptor desensitization due to phosphorylation and endocytosis. However, the mechanisms underlying opioid tolerance and dependence are not always explained by cellular adaptation mechanisms alone. This review focuses on the plasticity in neuronal circuits achieved through an enhancement of synaptic activities between glutamate and NMDA receptor due to up-regulation of receptor and racemase to produce D-serine, an allosteric NMDA receptor agonist, and down-regulation of glutamate transporter, all which contribute to the counterbalance of opioid actions or anti-opioid mechanisms underlying opioid tolerance. This anti-opioid system is supposed to be also augmented by altered expression of key molecules regulating through neuron-glial networks. This review also introduces a new approach using in vivo electroporation to identify the brain loci responsible for morphine tolerance and dependence.