Utilizing auxiliary outlier datasets to regularize the machine learning model has demonstrated promise for out-of-distribution (OOD) detection and safe prediction. Due to the labor intensity in data collection and cleaning, automating outlier data generation has been a long-desired alternative. Despite the appeal, generating photo-realistic outliers in the high dimensional pixel space has been an open challenge for the field. To tackle the problem, this paper proposes a new framework Dream-OOD, which enables imagining photo-realistic outliers by way of diffusion models, provided with only the in-distribution (ID) data and classes. Specifically, Dream-OOD learns a text-conditioned latent space based on ID data, and then samples outliers in the low-likelihood region via the latent, which can be decoded into images by the diffusion model. Different from prior works [16, 95], Dream-OOD enables visualizing and understanding the imagined outliers, directly in the pixel space. We conduct comprehensive quantitative and qualitative studies to understand the efficacy of Dream-OOD, and show that training with the samples generated by Dream-OOD can significantly benefit OOD detection performance.