Despite the growing demand for interactive AI systems, there have been few comprehensive studies on human-AI interaction in visual understanding e.g. segmentation. Inspired by the development of prompt-based universal interfaces for LLMs, this paper presents SEEM, a promptable, interactive model for Segmenting Everything Everywhere all at once in an image. SEEM has four desiderata: i) Versatility: by introducing a versatile prompting engine for different types of prompts, including points, boxes, scribbles, masks, texts, and referred regions of another image; ii) Compositionality: by learning a joint visual-semantic space for visual and textual prompts to compose queries on the fly for inference as shown in Fig 1; iii)Interactivity: by incorporating learnable memory prompts to retain dialog history information via mask-guided cross-attention; and iv) Semantic-awareness: by using a text encoder to encode text queries and mask labels for open-vocabulary segmentation.