The Self-Calibrating H2O and O3 Nighttime Environmental Remote Sensor (SCHOONERS) is a compact, integrated UV-IR imaging spectrograph and imager. The instrument has a 25 cm diameter aperture and employs a two- axis gimbaled telescope to provide acquisition and tracking of the star. It also uses a two-axis high-precision vernier mirror to correct for spacecraft jitter and maintain the star within the field-of-view. The imaging spectrograph, covering a spectral range between 300 and 900 nm, measures the varying absorption of starlight as a star sets through the nighttime Earth's atmosphere to determine vertical profiles of atmospheric constituents. The relative star position measured by the co-aligned imager not only provides position feedback to the acting tracking loop of the vernier mirror, but also measures the star refraction angle for determining the atmospheric density and temperature profiles. The SCHOONERS scanning platform and its high- precision tracking mirrors provide 44 microradian azimuth pointing stability and 60 microrad altitude tracking accuracy (3(sigma) ). Its built-in image tracking and motion compensation mechanism, coupled with its small size and limited spacecraft resources required, makes it suitable for deployment on existing and future commercial spacecraft platforms as an instrument-of-opportunity after the year 2002. A laboratory facility has been developed to demonstrate the instrument performance, especially its capability to acquire and track a setting, refracting, and scintillating star, to compensate for various degrees of platform jitter, and to provide the pointing knowledge accuracy required for the determination of atmospheric density and temperature. Hardware includes an accurately moving variable intensity point source to simulate the star and motion stages to generate jitter at the instrument. Software simulates the stellar refraction, attenuation, and scintillation for a full end-to-end test of the instrument.