The Imaging Core of the Cleveland Clinic Lerner Research Institute and a group of fifteen NIH- funded investigators request funds to purchase a spinning disk confocal microscope system for live-cell imaging - specifically the Perkin Elmer Ultraview Vox System coupled to a Leica DMI6000 inverted microscope. The LRI Imaging Core was established fifteen years ago to provide leading-edge digital imaging equipment and expertise for the Cleveland Clinic research community. This facility will house and manage the requested instrument, making it available to the Cleveland area scientific community when not being used by the major and minor users. Dr. Judith Drazba, LRI Imaging Core Director, has over twenty years'confocal experience, fifteen of them running this facility. Three full-time technicians and a Research Associate assist her. The Core has two upright Leica SP2 confocal microscopes, heavily used by 122 current users from 24 departments. These instruments are limited to imaging fixed samples on slides. There is currently no spinning disk confocal microscope system anywhere in Cleveland. The requested instrument will offer researchers greatly improved temporal resolution needed to study dynamic cellular processes. It will also provide the ability to do fluorescence resonance energy transfer (FRET) measurements, fluorescence recovery after photobleaching (FRAP) measurements and photoactivation, thereby substantially advancing their NIH-funded biomedical research. Projects of the major users involve regulation of angiogenesis by TIMP-3 (Dr. Anand-Apte), signaling pathways responsible for assembly and localization of myosin II in metastatic cancer cells (Dr. Egelhoff), role of actin polymerization regulating cell polarization and migration during angiogenesis (Dr. Fox), regulation of B lymphocyte activation, proliferation, and motility by plasma membrane-actin cytoskeletal remodeling (Dr. Gupta), role of vesicle trafficking between tight junctions and the plasma membrane in the regulation of VEGF-driven directional migration of endothelial cells (Dr. Horowitz), the role of the G protein b2 subunit in the process of transcription regulation, gene activation and chromatin remodeling (Dr. Karnik), the role of Par-1 in regulating the localization of cytoskeletal and adhesion proteins during ovarian border cell migration in Drosophila melanogaster (Dr. McDonald), and the targeting and trafficking of Smoothened protein, an essential activator in Hedgehog signaling transduction (Dr. Zhu).