1. Ovarian Cancer Cell Spheroid Formation
- RFP-expressing ovarian cancer cells are cultured in 10% Base Medium (a custom cell culture medium containing a 50:50 mixture of 199 and MCDB105, 10% inactivated fetal bovine serum and 1% pen-strep). To express RFP in unlabeled ovarian cancer cells, transfect the cells with a plasmid containing RFP and select for cells expressing RFP. Alternatively, viral vectors can be used to transiently express fluorescent proteins, or cells can be pre-incubate with a red fluorescent cell tracker dye (Invitrogen).
- Prior to forming of ovarian cancer spheroids, it is necessary to prepare low-adhesion 96 well round bottom culture dishes. To produce the low-adhesion culture plates, 30μl poly-HEMA (6mg polyhydroxyethylmethacrylate in 1 ml 95% EtOH) solution is added to each well of a 96 well Corning cell culture dish. The 96 well plates are incubated in a 37°C non-humidified incubator to evaporate the ethanol, leaving a film of poly-HEMA on each well. This poly-HEMA film prevents cells from attaching to the bottom of the well, forcing the cells to grow in suspension18. [Alternatively, Ultra-Low Attachment culture plates (Corning) can be used instead of poly-HEMA coated dishes.]
- After the low-adhesion culture plates are prepared, trypsinize a plate of ovarian cancer cells, pellet the cells in a tabletop centrifuge (Heraeus) at 900 RCF for 3 minutes, aspirate the supernatant and re-suspend in 10% Base Medium.
- Count the cells using a hemocytometer.
- Adjust the concentration of cells such that there are 100 cells per 50μl of 10% Base Medium.
- Add 50μl of the uniformly suspended diluted cell suspension to each well of the 96 well poly-HEMA coated culture dish.
- Incubate the 96 well plate in a 37°C cell culture incubator for 16 hours (this amount of time should be increased or decreased depending on the amount of time it takes for a particular cell line to form multicellular spheroids or desired experimental conditions) to allow the ovarian cancer cells to cluster together, forming a single multicellular spheroid in each well. Some tumor cells can undergo apoptosis during this period, so it is important to choose a time prior to induction of apoptosis.
2. Mesothelial Cell Monolayer Formation
- In a cell culture hood, pre-coat the wells of a 6 well glass-bottom MatTek dish with fibronectin by adding 2mL of a 5μg fibronectin/ mL PBS solution to each well of the dish and incubating at room temperature for 30 minutes. The optical quality of the glass-bottoms in MatTek dishes allow for high-resolution microscopic imaging.
- GFP-expressing mesothelial cells are cultured in 10% Base Medium. Trypsinize a plate of mesothelial cells, spin down in a tabletop centrifuge (Heraeus) at 900RPM for 3 minutes, aspirate the supernatant, and re-suspend in 10% Base Medium. The mesothelial cells used here were already expressing GFP when they were obtained, but unlabeled mesothelial cells can be produced by transfecting with a plasmid containing GFP cDNA, or preincubating the cells in a green fluorescent cell tracker dye (Invitrogen).
- After the 30-minute fibronectin incubation (in step 2.1), wash the wells of the MatTek dish with 2mL PBS.
- Aspirate the PBS and plate 6 x105 mesothelial cell per well in each well of the 6 well MatTek dish. Incubate the MatTek dish in a 37°C cell culture incubator overnight to allow the mesothelial cells to attach to the dish and form a monolayer.
3. Mesothelial Cell Clearance Assay
- Use a pipet to collect the ovarian cancer spheroids from the 96 well poly-HEMA coated plate.
- Aspirate the medium from one well of the 6 well MatTek dish containing a mesothelial cell monolayer. Wash once with 2mL PBS. Add all of the spheroids from the 96 well plate to one well of the MatTek dish (~3x the number of spheroids that are going to be imaged to account for spheroids landing on the part of the dish that cannot be imaged).
- Place the MatTek dish on the stage of an inverted widefield fluorescence microscope capable of performing time-lapse imaging for the duration of at least 8 hours. Use a motorized stage to image multiple positions in the dish, with multiple spheroid intercalation events, in a single experiment. We use a Nikon Ti-E Inverted Motorized Widefield Fluorescence time-lapse microscope with integrated Perfect Focus System and low [20x-0.75 numerical aperture (NA)] magnification/NA differential interference contrast (DIC) optics, a Nikon halogen transilluminator with 0.52 NA long working distance (LWD) condenser, Nikon fast (<100-millisecond switching time) excitation and emission filters (GFP Ex 480/40, Em 525/50, RFP-mCherry Ex 575/50 Em 640/50), Sutter fast transmitted and epifluorescence light path Smart Shutters, a Nikon linear-encoded motorized stage, a Hamamatsu ORCA-AG cooled charge-coupled device (CCD) camera, a custom-built microscope incubation chamber with temperature and CO2 control, Nikon NIS-Elements AR software version 3, and a TMC vibration isolation table.
- The ovarian cancer cell spheroids will settle to the bottom of dish and attach to the mesothelial cell monolayer. Collect GFP, RFP and phase images of 20+ spheroid/monolayer interactions, every 10 minutes, for 8 hours.
- The RFP-expressing ovarian cancer cell spheroids will invade into the GFP-expressing mesothelial cell monolayer creating a hole in the monolayer. After 8 hours, measure the sizes of the holes by tracing the black holes in the GFP images using Elements software (or another suitable software such as image J) . Normalize the hole size to the initial spheroid size by dividing the hole size at 8 hours by the size of the spheroid in the corresponding RFP image at time zero. In this example, the hole size was only measured once, but it can be measured multiple times throughout the eight hour experiment to better understand the dynamics of intercalation.
4. Representative Results
In this example, we compared the mesothelial clearance ability of OVCA433 ovarian cancer cell spheroids that have attenuated expression of talin-1 to control OVCA433 spheroids. OVCA433 spheroids from each group were added to a MatTek dish containing ZT mesothelial cell monolayers. Six spheroids from each group were imaged every 10 minutes for eight hours (Figure 4, Movie 3, Movie 4). The holes produced in the monolayer by the spreading spheroids were measured and six positions from each group were averaged. Figure 4 shows that the average clearance area created by talin 1 knockdown spheroids was significantly smaller than the average area created by control spheroids, suggesting that talin is required for mesothelial clearance by OVCA433 ovarian cancer spheroids.

Figure 1. Ovarian Cancer Metastasis. Primary ovarian tumors develop either from the ovarian surface epithelium or fallopian tubes. Tumor cells/ clusters break off from the primary tumor and collect in the peritoneal cavity. Tumor cells can then aggregate to form multicellular spheroids. Spheroids then attach to the mesothelial cell monolayers lining the peritoneal cavity. The mesothelial cells are excluded from underneath the attached ovarian cancer spheroid, allowing the spheroids to gain access to the underlying basement membrane.
Movie 1. Ovarian Cancer Metastasis. Click here to view movie.

Figure 2. Mesothelial cells line the surface of human peritoneal tissue and are excluded from underneath ovarian cancer cell implants.

Figure 3. Mesothelial Clearance Assay. Ovarian cancer spheroids are formed by incubating 100 RFP-expressing ovarian cancer cells per well in a poly-HEMA coated 96 well round bottom culture dish at 37°C for 16 hours. Poly-HEMA prevents the cells from attaching to the culture dish, allowing the cells to remain in suspension and adhere to one another to form a single cluster per well. Mesothelial cell monolayers are prepared by plating 6x105 mesothelial cells per well in a fibronectin coated 6 well MatTek dish and incubating the plate at 37°C for 16 hours. The spheroids are then transferred to the MatTek dish with the mesothelial monolayer and the two cell populations are imaged every 10 minutes for 8 hours using a Nikon Ti-E Inverted Motorized Widefield Fluorescence time-lapse microscope and Elements software.
Movie 2. Mesothelial Clearance Assay. Click here to view movie.

Figure 4. Attenuation of talin 1 expression in OVCA433 spheroids decreases mesothelial clearance ability. OVCA433 spheroids (red) with and without attenuated expression of talin 1 were allowed to attach to and invade into a ZT mesothelial monolayer (green). The two cell populations were imaged every 10 minutes for 8 hours using a Nikon Ti-E Inverted Motorized Widefield Fluorescence time-lapse microscope and elements software. The graph shows that talin 1 attenuation significantly decreases mesothelial cell clearance (Quantile plot with green bars at the means).
Movie 3. Control OVCA433 spheroids (red) invading into a mesothelial monolayer (green). Click here to view movie.
Movie 4. Attenuation of talin 1 expression in OVCA433 spheroids (red) decreases mesothelial (green) clearance ability. Click here to view movie.