Image analysis methods must be tested and evaluated within a controlled environment. Simulations can be an extremely helpful tool for validation because ground truth is known. We created the digital brain phantom that is at the heart of our publicly available database of realistic simulated magnetic resonance image (MRI) volumes known as BrainWeb. Even though the digital phantom had l mm(3) isotropic voxel size and a small number of tissue classes, the BrainWeb database has been used in more than one hundred peer-reviewed publications validating different image processing methods. In this paper, we describe the next step in the natural evolution of BrainWeb: the creation of digital brain phantom II that includes three major improvements over the original phantom. First, the realism of the phantom, and the resulting simulations, was improved by modeling more tissue classes to include blood vessels, bone marrow and dura mater classes. In addition. a more realistic skull class was created. The latter is particularly useful for SPECT, PET and CT simulations for which bone attenuation has an important effect. Second, the phantom was improved by an eight-fold reduction in voxel volume to 0.125 mm(3). Third, the method used to create the new phantom was modified not only to take into account the segmentation of these new structures, but also to take advantage of many more automated procedures now available. The overall process has reduced subjectivity and manual intervention when compared to the original phantom, and the process may be easily applied to create phantoms from other subjects. MRI simulations are shown to illustrate the difference between the previous and the new improved digital brain phantom II. Example PET and SPECT simulations are also presented.