Externalizing proneness, or trait disinhibition, is a concept relevant to multiple high-impact disorders involving impulsive-aggressive behavior. Its mechanisms remain disputed: major models posit hyperresponsive reward circuitry or heightened threat-system reactivity as sources of disinhibitory tendencies. This study evaluated alternative possibilities by examining relations between trait disinhibition and brain reactivity during preparation for and processing of visual affective stimuli. Forty females participated in a functional neuroimaging procedure with stimuli presented in blocks containing either pleasurable or aversive pictures interspersed with neutral, with each picture preceded by a preparation signal. Preparing to view elicited activation in regions including nucleus accumbens, whereas visual regions and bilateral amygdala were activated during viewing of emotional pictures. High disinhibition predicted reduced nucleus accumbens activation during preparation within pleasant/neutral picture blocks, along with enhanced amygdala reactivity during viewing of pleasant and aversive pictures. Follow-up analyses revealed that the augmented amygdala response was related to reduced preparatory activation. Findings indicate that participants high in disinhibition are less able to process implicit cues and mentally prepare for upcoming stimuli, leading to limbic hyperreactivity during processing of actual stimuli. This outcome is helpful for integrating findings from studies suggesting reward-system hyperreactivity and others suggesting threat-system hyperreactivity as mechanisms for externalizing proneness.