Programmes driving ELT design are discussed. The nature and evolution of circum-stellar shells and planetary discs are attractive, while the small angular sizes place basic properties, asymmetry and warps, beyond VLT capability. An ELT is neeed to reveal the conversion processes shell - disc - planets, planetary systems, Earth-like planets, habitability and life signatures. Formation and evolution of massive stars are dicussed as are stellar rotation and shape, surface spatial and temporal resolution and evolution. Stellar clusters are discussed as probes of galactic evolution, resolving CMDs for Virgo and Fornax cluster galaxies. High-resolution studies of AGNs are discussed as are supernovae with bearing on early star formation, galactic activity and cosmology. Finally, the requirements defined from the prime science drivers are confronted with technical realities.