Repetitive cycles of palatable food access and chronic calorie restriction alter feeding behaviors and forebrain neural systems. The purpose of this study was to determine the behavioral, endocrine, and meal-related hindbrain neural activation in adult male Sprague Dawley rats exposed to a binge access feeding schedule. The binge access schedule consisted of repeated twice per week episodes of acute calorie restriction (to 1/3 of the previous day's intake) followed by 2 h concurrent access to high-calorie palatable food (sweetened fat; 90% vegetable shortening/10% sucrose) and chow. The Binge Access rats consumed more calories during the "binge" period than rats with continuous sweetened fat access (Continuous Access) or repeated acute calorie restriction only (Chow-Restricted). The Binge Access group also exhibited a ~25% increase in sweetened fat intake from weeks 1 to 6. Persistence of the binge phenotype in the Binge Access animals was demonstrated following 2 weeks, but not 4 weeks, after ad libitum chow. The Binge Access and Chow-Restricted groups maintained similar body composition and hormonal profiles, whereas the Continuous Access animals developed an obese phenotype. The Binge Access group did have significantly higher terminal ghrelin levels compared with the Continuous Access group. Consumption of a standardized meal resulted in more c-Fos positive cells, in the Binge Access group compared with Naive controls, along the anterior-posterior nucleus of the solitary tract regions. These results suggest repeated cycles of acute calorie restriction followed by palatable food produces physiological alterations that may facilitate overconsumption of a highly palatable food during limited access periods.