Witnessing the distress of others can result both in empathy and personal distress. Perspective-taking has been assigned a major role in the elicitation and modulation of these vicarious responses. However, little is known about how perspective-taking affects the psychophysiological correlates of empathy vs. personal distress. We recorded facial electromyographic and electrocardiographic activity while participants watched videos of patients undergoing painful sonar treatment. These videos were watched using two distinct perspectives: a) imagining the patient's feelings ('imagine other'), or b) imagining to be in the patient's place ('imagine self'). The results revealed an unspecific frowning response as well as activity over the M. orbicularis oculi region which was specific to the 'imagine self' perspective. This indicates that the pain-related tightening of the patients orbits was matched by participants when adopting this perspective. Our findings provide a physiological explanation for the more direct personal involvement and higher levels of personal distress associated with putting oneself explicitly into someone elses shoes. They provide further evidence that empathy does not only rely on automatic processes, but is also strongly influenced by top-down control and cognitive processes.