A major limitation associated with conventional clinical MRI sequences is the magic angle effect . The conventional T2 and T1rho measures may increase more than 100% when the fibers are oriented from 0º to the magic angle (~55º) relative to the B0 field, far more than that associated with osteoarthritis (OA). Magnetization transfer (MT) imaging has shown less sensitivity to the magic angle effect, and can indirectly evaluate macromolecules which have extremely short T2 (~10 us) and invisible with all MRI sequences. However, conventional MT techniques cannot be applied to short T2 tissues such as menisci, ligaments, tendons and bone. Ultrashort echo time (UTE) sequences with TEs 100-1000 times shorter than those of clinical sequences have been developed to image these short T2 tissues. In this study, we aimed to develop 3D UTE with Cones sampling and MT (3D UTE-Cones-MT) imaging and signal modeling to quantify water and macromolecules in both short and long T2 tissues in the knee joint at 3T.