This proposal continues our investigations into film-forming polyelectrolyte-surfactant solutions. We have found that mixed micelle systems offer greater control over micelle shape and charge density, allowing us to form films with a wider range of polymers than our original cationic solutions. Here we wish to extend this work by investigating incorporation of sparingly soluble species in mixed micelles to work towards application of these films in controlled release systems. Previously we studied cyclohexane and cyclohexanol in cationic surfactant-PEI films, so we will use the same species in the proposed experiments to compare with our earlier results. We will also study incorporation of Nile red, a dye used in fluorescence studies of encapsulation/release to understand where the dye is in the micelles, and its effects on micelle solution structures with and without PEI.