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IncuCyteTM, a recently developed digital imaging platform, fits inside cell culture incubators and captures phase contrast images at timed intervals. The design allows for imaging from multiple tissue culture vessels while maintaining the cultures in a stationary position. Interactions of T cell subsets with fibroblast-like synoviocytes (FLS) in the presence or absence of superantigen, SEA, were observed at 10 minute intervals over a 6 day period using IncuCyteTM. Beginning on the first day of co-culture, both CD4+ and CD8+ T cells displayed a close association with FLS only when SEA was present. T cell morphology was enlarged and spread. The T cells were highly active in crawling on the surface of the FLS. Individual T cells appeared to maintain association with the same FLS throughout the duration of observation, and a modest proliferation or accumulation of T cells on the FLS surface resulted in 4–10 T cells bound to each stromal cell. Between 24 and 60 hours, FLS cultured with purified CD8+ T cells and SEA underwent apoptosis with profound morphologic changes being observed within a 30 minute time period for individual cells. Purified CD4+ T cells also induced FLS apoptosis, but the timing was delayed compared to CD8+ T cells. This is the first reported visual demonstration of T cell-mediated apoptosis of fibroblast-like synoviocytes. Research support from the Dryer Foundation.