We show that the exciton-exciton scattering continuum has a significant influence on the transient non-linear optical response of semiconductor microcavities. Comparison between transient shifts observed in pump and probe experiments and calculations demonstrates almost complete cancellation between mean-field and two-exciton continuum contributions. Moreover, we show that suppression of non-linear absorption of the lower polariton observed in many experiments is determined by the specific spectral shape of these correlations. In particular, we find that the pump induced dephasing of polariton resonances is proportional to the spectrum of four-particle correlations calculated at the energy sum of the pumped and probed polaritons.Studies over the past decade have shown that Coulomb correlations between excitons dominate the non-linear optical response of semiconductors, in marked contrast to the behaviour of atomic systems [1]. These Coulomb correlations and other many-body interactions are important not only for semiconductors, but also for all condensed-matter systems.In this paper we show that the scattering continuum after the exciton-exciton correlation has a significant influence on the transient non-linear optical response of semiconductor microcavities, and we demonstrate that semiconductor microcavities form an ideal laboratory for investigating Coulomb correlations. In particular, we show that routinely used optical techniques, such as transient pump and probe spectroscopy, can provide a direct measurement of the low energy tail of the spectrum of four-particle correlations.We start from the equations for the third-order exciton polarization and cavity field describing quantum optical effects and coherent non-linear optics in semiconductor microcavities [2], and perform the semiclassical factorization. Then we express the non-linear term coming from Coulomb interaction as an exciton-exciton (X-X) mean-field interaction plus a correlation term which is expressed as a two-exciton correlation function [3] and apply this procedure to the non-perturbative regime [2]. Finally we include multiple scattering simply by replacing in the non-linear sources the linear polarization and light fields with the total fields. Multiple scattering processes are expected to be very effective in cavity embedded QWs due to multiple reflections at the Bragg mirrors.In order to keep the treatment as simple as possible, we consider a specific configuration with a probe beam 1 sent along the growth axis of the microcavity (in-plane wave # WILEY-