Observing other people's pain increases our own reports to painful stimuli, a phenomenon that can be defined as 'compassional hyperalgesia' (CH). This functional magnetic resonance imaging study examined the neural correlates of CH, and whether CH could emerge when exposure to the driving stimulus was subliminal. Subjects received electric somatosensory stimuli while observing images of people undergoing painful or enjoyable somatic sensations, presented during a period allowing or not allowing conscious perception. The intensity attributed to painful stimuli increased significantly when these were delivered close to images showing human pain, but only when such images were consciously perceived. The basic core of the Pain Matrix (SI, SII, insula, mid-anterior cingulate) was activated by painful stimuli, but its activation magnitude did not increase during CH. Compassional hyperalgesia was associated with increased activity in polymodal areas involved in emotional tuning (anterior prefrontal, pregenual cingulated) and areas involved in multisensory integration and short-term memory (dorsolateral prefrontal, temporo-parieto-occipital junction). CH appears as a high-order phenomenon needing conscious appraisal of the eliciting visual stimulus, and supported by polymodal areas distinct from the basic Pain Matrix. This suggests that compassion to pain does not result from a mere 'sensory resonance' in pain networks, but rather from an interaction between the output of a first-line processing in the Pain Matrix, and the activity of a high-order network involving multisensory integration (temporo-parietal), encoding of internal states (mid-prefrontal) and short-time memory encoding (dorsolateral prefrontal). The Pain Matrix cannot be considered as an 'objective' correlate of the pain experience in all situations.