Currently, brownout is the single largest contributor to military rotary-wing losses. Millimeter-wave radiation
penetrates these dust clouds effectively, thus millimeter-wave imaging could provide pilots with valuable situational
awareness during hover, takeoff, and landing operations. Herein, we detail efforts towards a passive, video-rate
imager for use as a brownout mitigation tool. The imager presented herein uses a distributed-aperture, optically-upconverted
architecture that provides real-time, video-rate imagery with minimal size and weight. Specifically, we
detail phenomenology measurements in brownout environments, show developments in enabling component
technologies, and present results from a 30-element aperiodic array imager that has recently been fabricated.