Traditional acupuncture therapy involves insertion and manipulation of fine needles through the skin at various points of the body. Studying acupuncture therapy both in vivo and ex vivo has revealed that during needle manipulation, loose connective tissue under the skin couples and winds to the needle, producing profound deformation that could act as a mechanism for the treatment’s therapeutic benefits. In order to study this biophysical phenomenon in a controlled setting, we have constructed a simplified model of acupuncture therapy in vitro. We believe that using connective tissue models in our assay allows unique observations not permitted in previous investigations of acupuncture therapy. Two specific goals of our in vitro assay of acupuncture therapy are:​ 1) Quantitatively measure the relationship between tissue parameters and the ability to respond to acupuncture therapy, and 2) Make direct observations of deformation invoked by needle manipulation. The objective of this thesis was to construct quantitative tools that allow us to perform these desired observations. We utilize various microscopy and images processing tools to extract quantitative data from our system, including polarized light microscopy (PLM) to assess aligning extracellular matrix fibers in deforming tissue and automated tracking of displacing beads suspended within our tissue models to characterize the deformation during simulated acupuncture therapy. Our system and the \ tools developed for this thesis demonstrate accuracy by corroborating with previously published research and precision by producing reliable, consistent results. These tools have allowed us to make several observations of the biophysical behavior of tissue during acupuncture therapy and the role of mechanostructural properties in the tissue’s ability to respond to needle manipulation. In conjunction with in vivo and ex vivo research endeavors, we believe that our in vitro tools provide valuable insight towards investigating the role of tissue deformation as a mechanism for acupuncture therapy.