SUMMARYWe used the nondestructive procedures of confocal laser scanning microscopy in combination with computer-assisted methods to visualize tumor cells in the process of penetrating collagen gels. Three independent sets of images were collected. The image information of all data sets was combined into one image, giving a three-dimensional (3D) impression at high light microscopic resolution and sensitivity. We collected information about the extracellular matrix using the reflection mode, the cell surface/morphology by staining with the fluorescent dye DiOC 6 (3), and the distribution of cathepsin B by Cy-3-labeled immunolocalization. The specific aim of our study was visualization of the spatial relationship of cell organelles as far as they contain the enzyme cathepsin B to cell morphology and motility in a 3D model of extracellular matrix. The majority of the enzyme was localized pericellularly, with no visible relationship to the direction of movement. However, substantial amounts also appeared in intramatrix pseudopodia and associated with the extracellular face of the plasma membane, which may be indicative either of secretion and/or epicellular activity. Our approach has general applicability to study of the spatial relationships of Biological structures have a dynamic three-dimensional (3D) organization. However, our understanding of structures and functions and their interrelations in cells is almost exclusively based on two-dimensional images and is therefore incomplete. In medical sciences, 3D imagery of whole organs or large anatomic regions of the body is possible by a number of noninvasive methods. Moreover, at the molecular level, spatial reconstitution of molecules or molecular assemblies is a common, although complicated procedure. At the cellular level, knowledge of spatial extension or interaction of structures at the light and electron microscopic level was obtained by destructive sectioning methods. Confocal laser scanning microscopy is now a well-established method to obtain optical sections of spatially extended biological objects (Brakenhoff et al. 1989;Masters and Farmer 1993;Wright et al. 1993). This precise and nondestructive procedure can render series of a sufficient number of equally thick sections to allow accurate 3D reconstitution of the imaged volume. The invention of appropriate fluorescent dyes and the development of specific antibodies to cell constituents are the last links in a chain leading to realistic 3D images of cells and their constituents.Such a methodology is an ideal tool to study cell locomotion (movement). In situ, this is a 3D process. It involves complex rearrangements of the intracellular compartments, intercellular interactions, and interactions of cells with the extracellular matrix. Movement of cells through natural barriers (invasion) is a basic phenomenon in living organisms. In higher organisms, such invasive processes occur during all stages of deCorrespondence to: Dr. Eberhard Spiess, Biomedizinische Strukturforschung 0195,