This shared instrumentation proposal for a customized multiphoton microscope is part of a larger institutional effort at Penn in cellular programming. Strategically, this effort lies at the intersection between five of Penn's schools - Medicine, Dental, Veterinary, Arts and Sciences, and Engineering and Applied Science. We request a multiphoton microscope equipped to perform three separate, but related efforts, in cellular programming. The efforts include: At the single cell level, where we use a novel technology developed by one of the project PIs (Jim Eberwine, Pharmacology, School of Medicine) to controllably deliver a define mRNA population to living cells to redirect their cellular phenotype, At the multicellular scale, where we use novel photopolymer formulations to assemble complex, three-dimensional cell culture substrates (Chris Chen, Bioengineering, School of Engineering and Applied Science) with tunable microenvironments for building vascularized tissue and cartilage, and At the tissue scale, where we use widely available optical activation techniques to study the in vivo programming of neural circuits in the cortex and hippocampus to understand changes that occur during disease or injury (David Meaney, Bioengineering, School of Engineering and Applied Science). This new microscope system will replace an existing 12 year old BioRad multiphoton microscope in the engineering complex at the University of Pennsylvania. The current BioRad system does meet the high technical demands of the above applications. Moreover, there is no widely available existing system on the Penn campus to perform this work. Therefore, there is substantial need for this microscope system. The combination of these three 'base technologies'on one microscope platform can significantly advance research topics in broadly diverse areas such as cellular differentiation, regenerative medicine, and the etiology of neurological disease and neurobehavior. The potential of integrating two or three of the base technologies into a single topic area provides nearly limitless possibilities for cutting edge advances in how living systems form and regenerate tissue, as well as developing a platform for assembling novel tissue replacement or RNA-based therapeutic approaches.