The University of Chicago MRI Research Center proposes to upgrade our existing 3 Tesla MRI scanner to accommodate a wide range of research projects from oncology and neuroscience, as well as development of improved anatomic and functional imaging methods, image reconstruction, image analysis, and MRI-guided interventional procedures. Our current scanner was funded by high end instrumentation grant in 2008 and over the past 5 years, the scanner has supported over 30 very productive functional neuro-imaging projects. As part of this application we are proposing a larger multidisciplinary user group, which would increase efficiency and lead to important synergies between projects. This upgrade is urgently needed to improve the performance of the scanner for neuro-imaging, and to equip the scanner for body imaging and MRI-guided interventions. The MRI system will support studies of humans as well as both larger laboratory animals and rodents. The scanner will continue to support highly productive cognitive research on empathy, behavioral and sleep disorders, memory, addiction, and drug abuse. We propose to add new cancer research including quantitative imaging of breast and prostate cancer, clinical drug trials, and MRI-guided high intensity focused ultrasound and laser ablation for treatment of breast, prostate, and brain cancers. The proposed scanner will support research funded by 12 RO1's, 2 R21's, an R25 and multiple clinical trials and industry sponsored studies. The scanner will be part of an MRI research Center with a highly experienced faculty and staff. Dr. Karczmar has over 30 years of experience in development of new functional and anatomic MR imaging methods, and applications of MRI to cancer. Dr. Sammet has extensive experience in high field imaging, and neuro-imaging. Dr. Oto has a strong research program in imaging and image-guided therapy of prostate cancer, and use of MRI in clinical trials. Dr. Decety is an internationally recognized expert in cognitive imaging. Drs. Guo and Medved are experienced MRI physicists and provide strong technical support. Two post-doctoral fellows, 4 graduate students, and 2 research technicians work in the MRI Research Center. UC has been a luminary site of Philips Healthcare for many years, and the strong relationship with Philips strengthens research and provides access to new technology. The MRI Research Center is a critical resource for the Radiology Department, the Cancer Center, the new Molecular Engineering and Neuroscience Institutes, and other UC departments. The scanner upgrade will be accompanied by significant investments in new faculty, staff, and laboratories by the Radiology Department, the BSD, and the Cancer Center. New faculty recruitments will enhance neuro-imaging and MRI-guided therapy. As a result the new scanner will be a central component of a strong multidisciplinary MRI research program.