We realize a simple and robust optomechanical system with a multitude of long-lived (Q > 10 7 ) mechanical modes in a phononicbandgap shielded membrane resonator. An optical mode of a compact Fabry-Perot resonator detects these modes' motion with a measurement rate (96 kHz) that exceeds the mechanical decoherence rates already at moderate cryogenic temperatures (10 K). Reaching this quantum regime entails, inter alia, quantum measurement backaction exceeding thermal forces and thus strong optomechanical quantum correlations. In particular, we observe ponderomotive squeezing of the output light mediated by a multitude of mechanical resonator modes, with quantum noise suppression up to −2.4 dB (−3.6 dB if corrected for detection losses) and bandwidths 90 kHz. The multimode nature of the membrane and Fabry-Perot resonators will allow multimode entanglement involving electromagnetic, mechanical, and spin degrees of freedom.optomechanics | quantum correlations | multimode W ithin the framework of quantum measurement theory (1, 2), quantum backaction (QBA) enforces Heisenberg's uncertainty principle: It implies that any "meter" measuring a system's physical variable induces random perturbations on the conjugate variable. Optomechanical transducers of mechanical motion (1-3) implement weak, linear measurements, whose QBA is typically small compared with thermal fluctuations in the device. Nonetheless, recent experiments have evidenced QBA in continuous position measurements of mesoscopic (mass m 200 ng) mechanical oscillators. Although QBA appears as a heating mechanism (4-7) from the point of view of the mechanics only, it correlates the fluctuations of mechanical position with the optical meter's quantum noise. These correlations are of fundamental, but also practical interest, e.g., as a source of entanglement and a means to achieve measurement sensitivities beyond standard quantum limits (8-11). Correspondingly, they have been intensely studied experimentally (5,(12)(13)(14)(15)(16)(17)(18)(19). Quantum correlations in multimode systems supporting many mechanical modes give rise to even richer physics and new measurement strategies (20-25). However, although quantum electromechanical coupling to several mechanical modes has been explored (26, 27), quantum fluctuations have so far been investigated only for a pair of collective motional modes of ∼900 cold atoms trapped in an optical resonator (28). In contrast, QBA cancellation and entanglement have been extensively studied with atomic spin oscillators (29-31).In our study, we use highly stressed, ∼60-nm-thick Si 3 N 4 membranes as nanomechanical resonators (32). They naturally constitute multimode systems, supporting mechanical modes at frequencies Ω (i,j ) m = Ω(1,1) m (i 2 + j 2 )/2 in the megahertz range, of which two examples are shown in Fig. 1C. The membrane is embedded in a 1.7-mm-long Fabry-Perot resonator held at a temperature T ≈ 10 K in a simple flow cryostat (Fig. 1A). The location zm of the membrane along the standing optical waves (wavelength 2π/k ) t...