We describe an all-optical network testbed deployed in the Boston metropolitan area, and some of the experimental applications running over the network. The network was developed by a consortium of AT&T Bell Laboratories, Digital Equipment Corporation, and Massachusetts Institute of Technology under a grant from ARPA. The network is an optical WDM system organized as a hierarchy consisting of local, metropolitan, and wide area nodes that support optical broadcast and routing modes. Frequencies are shared and reused to enhance network scalability. Electronic access is provided through optical terminals that support multiple services having data rates between 10 Mbps/user and 10 Gbps/user. Novel components used to implement the network include fast-tuning 1.5 micrometers distributed Bragg reflector lasers, passive wavelength routers, and broadband optical frequency converters. An overlay control network implemented at 1.3 micrometers allows reliable out-of-band control and standardized network management of all network nodes. We have created interfaces between the AON and commercially available electronic circuit-switched and packet-switched networks. We will report on network applications that can dynamically allocate optical bandwidth between electronic packet-switches based on the offered load presented by users, without requiring interfaces between users and the AON control system. We will also describe video and telemedicine applications running over the network. We have demonstrated an audio/video codec that is directly interfaced to the optical network, and is capable of transmitting high-rate digitized video signals for broadcast or videoconferencing applications. We have also demonstrated a state-of-the-art radiological workstation that uses the AON to transport 2000 X 2000 X 16 bit images from a remote image server.