Regeneration of neuronal circuits cannot be successful without restoration of full function, including recovery of behavioral plasticity, which we have found is delayed after regeneration of specific synapses. Experiments were designed to measure neuronal changes that may underlie recovery of function. Sensitization of the leech withdrawal reflex is a non-associative form of learning that depends on the S-interneuron. Cutting an S-cell axon in Faivre's nerve disrupted the capacity for sensitization. The S-cell axon regenerated its electrical synapse with its homologous cell after 3-4 weeks, but the capacity for sensitization was delayed for an additional 2-3 weeks. In the present experiments another form of non-associative conditioning, dishabituation, was also eliminated by S-cell axotomy; it returned following regeneration. Semi-intact preparations were made for behavioral studies, and chains of ganglia with some skin were used for intracellular recording and skin stimulation. In both preparations there was a similar time-course, during 6 weeks, of a lesion-induced decrease and delayed restoration of both S-cell action potential threshold to depolarizing pulses and S-cell firing in response to test stimuli. However, the ability of sensitizing stimuli to decrease S-cell threshold and enhance S-cell activity in response to test stimuli did not fully return after regeneration, indicating that there were lasting changes in the circuit extending beyond the period necessary for full recovery of behavior. Intracellular recordings from the axotomized S-cell revealed a shift in the usual balance of excitatory and inhibitory input, with inhibition enhanced. These results indicate that loss of behavioral plasticity of reflexive shortening following axotomy in the S-cell chain may be related to reduced S-cell activity, and that additional processes underlie full recovery of sensitization of the whole body shortening reflex.