Hypercosm has been available commercially for six years, and this proposed work will greatly improve its ability to create the intelligent training applications now in demand by the military, aerospace and commercial maintenance and operations communities. This new simulation method also improves Hypercosm's ability to provide complex medical simulations for non-invasive surgical techniques, procedure training and anatomy guides. PLANET LLC would immediately work to apply this technology to existing contracts with the U.S. Navy and RocketPlane-Kistler for improved operational simulations and design visualizations. The capability for intelligent, interactive simulation will provide a distinct competitive advantage for future partnerships with large-scale training suppliers. The Phase II tool development will also result in a commercial product for intelligent training authors. PLANET can immediately create payload or ISS task trainers to replace paper text-based instructions with portable just-in-time simulations that reduce training time and hardware trainer costs. Simulations can also be used now to optimize user interactions with equipment for far less cost than prototypes. On long-duration missions, this technology provides intelligent guides for training since astronauts will likely perform off-nominal procedures or actions trained for several years in the past. For extensive in-space assembly, Hypercosm could model procedures and assembly information into the display helmet on the next generation spacesuit. These trainers embedded in a vehicle health maintenance system could also greatly improve the crews' ability to perform rapid diagnosis and repair. Simulations would visually map the location of problems and link to simulated repair procedures. Intelligent simulations would also react to errors, external inputs, or changes in data, increasing safety and reliability through faster response time.