The project's objective is to establish a suite of five state-of-the-art optical instruments near the Poker Flat Research Range near Fairbanks, Alaska. This entails acquiring, calibrating, installing, and commissioning the instruments, the main components of which will be purchased from commercial vendors. Efforts will be made to minimize size and weight of the instruments to allow for ease of portability as well as establishing capabilities for remote operations. The imagers will be used to investigate the two-dimensional emission characteristics of upper atmospheric phenomena, including both fine-scale and large-scale auroral structures, as well as airglow, OH emissions, and possibly metal layer emissions. The science objectives to be pursued center on aspects of magnetosphere-ionosphere coupling; specifically, two questions will be addressed: (1.) Can electron acceleration processes by determined by use of 2-D emission profiles at 3 or 4 selected wavelengths? (2.) How accurately can ground-based optical measurements be used to quantify in situ ionospheric wave processes, including Alfven waves, enhanced ion-acoustic waves, broad-band extremely low frequency waves and ultra low frequency waves? The images obtained during the project will be made available to the community through a web-based application.