A compact low cost digital microscope that combines brightfield microscopy and fluorescence is proposed. Innovations in key areas have enabled size and cost reduction, and the merging of brightfield and fluorescent microscopy. The microscope will fit into the CD bay of a personal computer and use a standard interface. An open software architecture will allow others to build applications, methods, and custom interfaces. Development will be complete by the end of Phase I. As proposed, the instrument will have broad applications in the advancement of healthcare technologies. Project Narrative Microscopy forms the underpinning for all life science discoveries. A low cost compact digital microscope will be built that enables wide spread use of this technology, including underserved communities.