The advent of scanning two-photon microscopy (2PM) has created a fertile new avenue for noninvasive investigation of brain activity in depth. One principal weakness of this method, however, lies with the limit of scanning speed, which makes optical interrogation of action potential-like activity in a neuronal network problematic. Encoded multisite two-photon microscopy (eMS2PM), a scanless method that allows simultaneous imaging of multiple targets in depth with high temporal resolution, addresses this drawback. eMS2PM uses a liquid crystal spatial light modulator to split a highpower femto-laser beam into multiple subbeams. To distinguish them, a digital micromirror device encodes each subbeam with a specific binary amplitude modulation sequence. Fluorescence signals from all independently targeted sites are then collected simultaneously onto a single photodetector and site-specifically decoded. We demonstrate that eMS2PM can be used to image spike-like voltage transients in cultured cells and fluorescence transients (calcium signals in neurons and red blood cells in capillaries from the cortex) in depth in vivo. These results establish eMS2PM as a unique method for simultaneous acquisition of neuronal network activity.multipoint | multiplexing | voltage-sensitive dyes | scanless two-photon microscopy A persistent and challenging demand in neuroscience is the ability to monitor activity from defined populations of cellular targets in depth in the brain. Imaging with two-photon microscopy (2PM) of cells labeled with calcium-sensitive reporters (1, 2) has become the most popular approach to indirectly report spikes and yields micrometer-scale spatial resolution in vivo (3) to depths up to 1,000 μm (4). Conventional 2PM uses relatively slow scanning mechanisms, however, which do not permit the simultaneous acquisition of multiple millisecond-range signals emitted by cellular ensembles. In the last several years various attempts have been made to overcome this drawback. For example, using a mirror-based targeted path scanning technique that drastically reduced the background scanning time, Lillis et al. monitored the dynamics of spatially extended neuronal networks (5). Another approach consisted of using acousto-optic deflectors to steer the laser beam in less than 10 μs between cells or subcellular sites of interest (6-9). Both of these sequential scanning methods, however, suffer from the fundamental trade-off between signal-tonoise ratio (SNR) and fast temporal resolution (which should be maximized for detection of fast events such as spikes). Increasing the SNR typically requires integrating more photons per pixel, which can be achieved by increasing either the excitation laser intensity or the pixel dwell time. Regarding the former, there is a ceiling beyond which the average laser power cannot be increased (2.5-10 mW), typically referred to as the photo-damage limit (10, 11). Regarding the latter, decreasing the scanning rate will increase photon count but with the cost of lowering temporal resolution, ultim...