The magnetospheric imaging instrument (MIMI) is a neutral and charged particle detection system on the Cassini orbiter spacecraft designed to perform both global imaging and in-situ measurements to study the overall configuration and dynamics of Saturn's magnetosphere and its interactions with the solar wind, Saturn's atmosphere, Titan, and the icy satellites. The processes responsible for Saturn's aurora will be investigated; a search will be performed for substorms at Saturn; and the origins of magnetospheric hot plasmas will be determined. Further, the Jovian magnetosphere and Io torus will be imaged during Jupiter flyby. The investigative approach is twofold. (1) Perform remote sensing of the magnetospheric energetic (E > 7 keV) ion plasmas by detecting and imaging charge-exchange neutrals, created when magnetospheric ions capture electrons from ambient neutral gas. Such escaping neutrals were detected by the Voyager l spacecraft outside Saturn's magnetosphere and can be used like photons to form images of the emitting regions, as has been demonstrated at Earth. (2) Determine through in-situ measurements the 3-D particle distribution functions including ion composition and charge states (E > 3 keV/e). The combination of in-situ measurements with global images, together with analysis and interpretation techniques that include direct "forward modeling" and deconvolution by tomography, is expected to yield a global assessment of magnetospheric structure and dynamics, including (a) magnetospheric ring currents and hot plasma populations, (b) magnetic field distortions, (c) electric field configuration, (d) particle injection boundaries associated with magnetic storms and substorms, and (e) the connection of the magnetosphere to ionospheric altitudes. Titan and its torus will stand out in energetic neutral images throughout the Cassini orbit, and thus serve as a continuous remote probe of ion flux variations near 20R S (e.g., magnetopause crossings and substorm plasma injections). The Titan exosphere and its cometary interaction with magnetospheric plasmas will be imaged in detail on each flyby. The three principal sensors of MIMI consists of an ion and neutral camera (INCA), a charge-energy-mass-spectrometer (CHEMS) essentially identical to our instrument flown on the ISTP/Geotail spacecraft, and the low energy magnetospheric measurements system (LEMMS), an advanced design of one of our sensors flown on the Galileo spacecraft. The INCA head is a large geometry factor (G ∼ 2.4 cm 2 sr) foil time-of-flight (TOF) 234 S. M. KRIMIGIS ET AL. camera that separately registers the incident direction of either energetic neutral atoms (ENA) or ion species (≥5 • full width half maximum) over the range 7 keV/nuc < E < 3 MeV/nuc. CHEMS uses electrostatic deflection, TOF, and energy measurement to determine ion energy, charge state, mass, and 3-D anisotropy in the range 3 ≤ E ≤ 220 keV/e with good (∼0.05 cm 2 sr) sensitivity. LEMMS is a two-ended telescope that measures ions in the range 0.03 ≤ E ≤ 18 MeV and electrons 0.015 ≤ ...