We propose to develop an innovative "many-to-one" optical system for a whole-slide multispectral slide scanner to rapidly generate virtual slides in pathology. A primary use of this optical system is to enable multispectral imaging of tissue and tissue-microarray slides. Multispectral imaging is a key development in advancing diagnostic and prognostic tissue-based pathology analysis. Multispectral imaging has its roots in remote sensing. In the context of microscopy, it is still a recent development. The main advantage of multispectral imaging, in remote sensing as well as in microscopy, is the digital unmixing of spectrally overlapping mineral or molecular signatures, respectively. The optical system proposed here will allow scanning a microscope slide in a single sweep at a numerical aperture of NA = 0.65, covering the entire width and length of a slide with 0.47-fm sampling. In addition, the proposed multispectral slide scanner will deliver at least 16 contiguous spectral-band measurements at each (0.47 fm)2 pixel in the whole-slide image. All multispectral data will be collected in 10's of seconds, five or more times faster than existing whole-slide scanners which only capture 3 colors per specimen. At this time, there is no equivalent product on the market. The Phase I project emphasizes design and assembly of an instrument prototype. The evaluation of the prototype emphasizes image quality, optical transfer efficiency, and accuracy of collected multispectral data. Measurements taken with the prototype will be compared for consistency with multispectral-imaging results obtained by our two collaborators. In Phase II, we plan to develop a modular, "industrial" array- microscope instrument for rapid multispectral imaging, applicable in brightfield and epi-fluorescence imaging modalities. Multispectral technology, combined with Dmetrix's ultra-rapid, automated imaging technology, represents a key development in advancing diagnostic and prognostic tissue- based pathology analysis. Multispectral imaging technology will be used by the surgical pathologist to define tumor etiology, multiparameter assays and prognostics as well as therapeutic drug decisions