Liposomes are the micro compartments made of lipid bilayer membrane of which characteristics are quite similar to these of biological membrane. To form artificial cell-like structure, we made liposomes that contained subunit of cytoskeletons: tubulin or nain. Spherical liposomes were transformed into bipolar or cell-like shape hy mechanical force generated bg the polymerization of encapsulated subunits of microtubules. Disk or dumbbell shape was generated by the polymerization of encapsulated actin. Dynamic processes of morphological transformations of liposomes were visualized by the high intensity dark-field light microscopy. Topological changes such as fusion and division of membrane vesicles also play an essential role in cellular activities. We investigated the mechanism of these topological transformations by visualizing their real-time processes. A variety of novel topological transformations were found including the opening-up of liposomes and the direct expulsion of inner vesicles.