With NCRR SEPA Phase I funding the Exploratorium developed a microscope imaging station (MIS) for public use in the museum. At this facility visitors explore living things using research-grade equipment. For visitors microscopes and images are engagement points for learning more about basic biology biomedical research and human health. With SEPA Phase II funding the Exploratorium proposes to use the infrastructure and educational approach developed in Phase I to: Create a wider more comprehensive array of biomedically relevant image-based materials-including still and time-lapse images movies and teaching activities Disseminate these to students teachers museum visitors the broader public and other science centers The Exploratorium will collaborate with biomedical researchers to generate high-resolution images and plan public programs. Material from these collaborations will be on current biomedical topics. Planned dissemination activities include eight “Meet the Scientist and Learn about Their Research” public programs; Saturday teacher workshops; development of multimedia exhibit content for museum display; development of web content for the MIS site; creation of image-based teacher activities; inclusion of images movies and activities in established web-based teacher resources (as well as new resources for high-bandwidth Internet2 application). Materials will be free to other educational institutions. Using these dissemination strategies the Exploratorium expects to attract and engage well over 1 million visitors annually.