Abstract: We introduce an algorithm for generating novel 3D models via topology-varying shape blending. Given a source and a target shape, our method blends them topologically and geometrically, producing continuous series of in-betweens as new shape creations. The blending operations are defined on a spatio-structural graph composed of medial curves and sheets. Such a shape abstraction is structure-oriented, part-aware, and facilitates topology manipulations. Fundamental topological operations including split and merge are realized by allowing one-to-many correspondences between the source and the target. Multiple blending paths are sampled and presented in an interactive, exploratory tool for creative 3D modeling. We show a variety of topology-varying 3D shapes generated via continuous structural blending between man-made shapes exhibiting complex topological differences, in real time.