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We present a new, robust and computationally efficient method for estimating the probability density of the intensity values in an image. Our approach makes use of a continuous representation of the image and develops a relation between probability density at a particular intensity value and image gradients along the level sets at that value. Unlike traditional sample-based methods such as histograms, minimum spanning trees (MSTs), Parzen windows or mixture models, our technique expressly accounts for the relative ordering of the intensity values at different image locations and exploits the geometry of the image surface. Moreover, our method avoids the histogram binning problem and requires no critical parameter tuning. We extend the method to compute the joint density between two or more images. We apply our density estimation technique to the task of affine registration of 2D images using mutual information and show good results under high noise.