A new optical microscopy system that combines a laser confocal microscope system coupled with a Brewster Angle Microscope will be developed and used to study biomineralization, the critical biological process in the formation of sea shells, bones, teeth and many other hard tissues. In this new microscope system it will be possible to observe the interactions between the organic template and the growing mineral phase during the process of crystal growth. Calcium carbonate, which is used by most molluscs in marine waters to fabricate their shells, will be the model inorganic phase with different organic thin film templates. This new instrument should allow the study of real-time in situ changes in both the growing crystal and the organic template. The approach should have broad implications in biomaterialsdesigns, patterning, tissue engineering as well as in the processing of bioceramic composites.