A technique for nondestructively imaging microstructures of materials in situ, especially a technique capable of delineating the time evolution of chemical changes or damage, will greatly benefit studies of materials processing and failure. X-ray tomographic microscopy (XTM) is a high resolution, three-dimensional inspection method which is capable of imaging composite materials microstructures with a resolution of a few micrometers. Because XTM is nondestructive, it will be possible to examine materials under load or during processing, and obtain three-dimensional images of fiber positions, microcracks, and pores. This will allow direct imaging of microstructural evolution, and will provide time-dependent data for comparison to fracture mechanics and processing models.