Conventional methods of imaging membrane potential changes have limited spatial resolution, particularly along the axis perpendicular to the cortical surface. The laminar organization of the cortex suggests, however, that the distribution of activity in depth is not uniform. We developed a technique to resolve network activity of different cortical layers in vivo using two-photon microscopy of the voltage-sensitive dye (VSD) ANNINE-6. We imaged spontaneous voltage changes in the barrel field of the somatosensory cortex of head-restrained mice and analyzed their spatiotemporal correlations during anesthesia and wakefulness. EEG recordings always correlated more strongly with VSD signals in layer (L) 2 than in L1. Nearby (<200 m) cortical areas were correlated with one another during anesthesia. Waking the mouse strongly desynchronized neighboring cortical areas in L1 in the 4-to 10-Hz frequency band. Wakefulness also slightly increased synchrony of neighboring territories in L2 in the 0.5-to 4.0-Hz range. Our observations are consistent with the idea that, in the awake animal, long-range inputs to L1 of the sensory cortex from various cortical and thalamic areas exert top-down control on sensory processing.ayer (L) 1 has been least investigated of all the cortical layers despite its potentially prominent role in cortical processing. Although largely acellular, except for a sparse population of inhibitory neurons (1), L1 is the main target of axons originating in distant cortical and subcortical regions. This dense plexus of axons makes excitatory synapses on apical dendritic tufts of L2/3 and L5 pyramidal neurons. Dendritic tufts contain powerful active conductances that cause electrical changes that can propagate to their relatively distant somata and influence the integration of synaptic inputs there (2). L1 is therefore ideally positioned to mediate communication between brain regions.In the primary somatosensory cortex, long-range input to L1 consists of corticocortical synapses from primary motor cortex and the secondary somatosensory area (3). In contrast, synapses in other cortical layers, such as L2, originate from a mixture of excitatory and inhibitory cells located mainly in that specific cortical column (4). A major source of thalamocortical synapses in L1 is the second-order sensory nucleus, also called the ''posterior medial'' (POm) nucleus (5), whose activity appears to be strongly modulated by arousal (6). This finding suggests that synaptic inputs in L1 also should be modulated by arousal. Synaptic inputs can be studied by recording membrane-voltage (V m ) changes, but L1 is relatively inaccessible using conventional methods.Wide-field imaging of voltage-sensitive dyes (VSDs) has been used successfully to sample V m in neurites of isolated neurons and across large populations of cortical cells (7). Although such imaging allows high frame rates (Ͼ1 kHz), scattering and limited depth discrimination result in poor spatial resolution. Thus, when imaging in vivo, the signal at any point in the image co...