In this work, we propose a new silicon-based micro-fabrication technology to fabricate 3D high-density high-electrode-count neural micro-probe arrays scalable to thousands and even millions of individual electrodes with user-defined length, width, shape, and tip profile. This unique technology utilizes DRIE of ultra-high aspect-ratio holes in silicon and refilling them with multiple films to form thousands of individual needles with metal tips making up the “sea-of-electrodes” array (SEA). World-record density of 400 electrodes/mm2 in a 5184-needle array is achieved. The needles are ~0.5-1.2mm long, <20μm wide at the base, and <1μm at the tip. The silicon-based structure of these 3D array probes with sharp tips, makes them stiff enough and easily implantable in the brain to reach a targeted region without failing. Moreover, the high aspect ratio of these extremely fine needles reduces the tissue damage and improves the chronic stability. Functionality of the electrodes is investigated using acute in vivo recording in a rat barrel field cortex under isoflurane anesthesia.