Abstract : Chemical imaging, in which molecular content is obtained using spectroscopy and images are formed using microscopy, is an emerging area to characterize cells and tissues. We present here a chemical imaging approach based on mid-infrared spectroscopic imaging that combines the spatial specificity of optical microscopy with the molecular selectivity of vibrational absorption spectroscopy. IR spectroscopic imaging is particularly attractive for the analysis of cells and tissue in that it permits a rapid and simultaneous fingerprinting of inherent biologic content, extraneous materials and metabolic state without the use of labeled probes. Recorded data are related to the structural and functional state of the biological material using computation. We describe the computational strategy and statistical considerations underlying decision-making for this modality. A combination of theory, novel instrumentation and signal processing forms an integrated approach to biochemical analyses. First, we describe attempts to automate histopathology without dyes or human input. Results indicate that a rapid assessment of tissue is possible. Applied to engineered 3D tissue models for breast tumors, we show that the imaging technology is useful in rapidly assessing culture quality and that the model systems can act to inform researchers about the involvement of different cell types in cancer progression. Finally, we integrate imaging observations with those from conventional biological experiments to provide a complete view of cancer progression in these systems. We especially focus on understanding the underlying physics and use it to devise better analytical systems