The design of a password system is a complex process. Ideas from computer science, cognitive science, and human factors research should all be considered in the development of an improved password system. While current technology is more than capable of providing a cryptographically secure authentication, users are limited in their ability to remember difficult passwords and make judgments about security. In this work, these problems have been addressed by a new picture-password system. The design process is described in detail and initial results are analyzed and explained. For those unfamiliar with the field, sufficient background is given through a survey of related work. This work is intended for those in the computer science and cognitive science fields, but can be read by anyone with an interest in password issues.