Abstract: An apparatus and method for inducing rapid, in vitro growth and development of robust basal lamina matrix that is similar to the in vivo matrix has been developed. The apparatus is a critical assembly concentration apparatus that limits the diffusion of secreted basal membrane components from mammalian cells to the immediate pericellular environment, while maintaining a nutrient rich environment for the cells to thrive. The CAC comprises a culture medium holder and a semipermeable membrane that limits diffusion based on size of molecules. The semipermeable membrane is chosen to inhibit protein diffusion, but to allow smaller nutrients to diffuse freely. The CAC apparatus was tested with a tumor cell line, L-2 cells, and was found to decrease the time necessary to assemble a robust matrix to about 24 to about 72 hr. The CAC design was modified to bio-engineer a three-dimensional matrix using smooth muscle cells. The three-dimensional design can be used to grow artificial tissues or organs, e.g.