Passive imaging using millimeter waves (mmWs) has many advantages and applications in the defense and security markets. All terrestrial bodies emit mmW radiation and these wavelengths are able to penetrate smoke, fog/clouds/marine layers, and even clothing. One primary obstacle to imaging in this spectrum is that longer wavelengths require larger apertures to achieve the resolutions desired for many applications. Accordingly, lens-based focal plane systems and scanning systems tend to require large aperture optics, which increase the achievable size and weight of such systems to beyond what can be supported by many applications. To overcome this limitation, a distributed aperture detection scheme is used in which the effective aperture size can be increased without the associated volumetric increase in imager size. This distributed aperture system is realized through conversion of the received mmW energy into sidebands on an optical carrier. This conversion serves, in essence, to scale the mmW sparse aperture array signals onto a complementary optical array. The side bands are subsequently stripped from the optical carrier and recombined to provide a real time snapshot of the mmW signal. Using this technique, we have constructed a real-time, video-rate imager operating at 75 GHz. A distributed aperture consisting of 220 upconversion channels is used to realize 2.5k pixels with passive sensitivity. Details of the construction and operation of this imager as well as field testing results will be presented herein.