A new three-axis loading frame has been developed to enable real-time visualization of in-situ soil and rock structure interactions via X-ray tomography during small-scale model testing. The constructed frame is capable of performing a wide range of small-scale 1g tests and can accommodate monotonic and cyclic actuation under both load and displacement control. The compact size of the system enables remote multi-axis operation from within an X-ray cone-beam scanning bay, a capability which is owed to a comprehensive design process. Design and fabrication involved a blend of physical and numerical experiments to assess suitable construction materials and performance. In this scope, the new equipment is discussed and its capability is showcased.