This project will provide the necessary supercomputing resources to study roughly a dozen grand-challenge problems in astrophysics, planetary science, and telescope instrument design at the University of California, Santa Cruz (UCSC). Principal users would include approximately 25 graduate students and postdocs. The equipment proposed is a 280-node Beowulf Linux cluster having two AMD 246 64 bit processors per node. Each node will also have 4 Gbytes of memory and the overall machine will be served by 20 TB of disk storage in a fast RAID system. A variety of highly parallelized, production-ready codes will be fielded on this system to simulate cosmology, structure formation, supernovae, gamma-ray bursts, magnetohydrodynamics, planetary formation and structure, planetesimal collisions, and adaptive optics.