Porous tantalum (Ta) biomaterial is designed to function as a scaffold for osseous ingrowths and has found applications in orthopedics. Integration of this Ta foam into the neighboring bone requires that osteoprogenitor cells attach to the implant, grow into the scaffold, proliferate and differentiate to osteoblasts. The aim of the present study was to create an in vitro 3D model system to investigate the interaction of human osteoblasts with porous Ta in the depth of the corpus. To explore active migration of osteoblasts into the Ta scaffold two porous Ta discs (Zimmer, Poland) were horizontally fixed within a clamping ring. Thereby a 3D Ta module with 4 levels is generated, which is placed into a cell culture well with the appropriate medium. Osteoblast-like cells were seeded apical onto the Ta module and cultured for 7 days in humidified atmosphere. Active migration of cells into the scaffold was monitored by field emission scanning electron microscopy (FESEM) imaging of the apical, medial and basal layers. A problem in 3D cell culture is the nutrition of cells inside of the scaffold. Therefore morphological changes and differentiation of the cells in distinct layers were analyzed.