Knee osteoarthritis (OA) is a degenerative joint disease which weakens hyaline cartilage, the protective tissue at the ends of diarthrodial joints. Since cartilage has a limited healing capacity, development of 3D tissue engineering is a prospective treatment which utilizes bioscaffolds to match the mechanical properties of the target tissue. However, challenges exist in characterizing 3D bioscaffolds as well as cell behavior in a 3D microenvironment. This project utilizes X-ray microtomography (microCT) to characterize structural features of chemical vapor deposition (CVD) graphene foam (GF) such as surface roughness, porosity, pore interconnectivity, and surface to volume ratio. Furthermore, 3D microCT imaging of ATDC5 cells grown on GF bioscaffolds was optimized by developing cell staining protocols using colloidal gold. To our knowledge, cells grown in a 3D environment have not been characterized using this technique. Through this work we are able to determine the effect that GF’s microstructure and subsequent microenvironment have on cell proliferation, adhesion, and migration during ATDC5 cell culture.