The New Worlds Observer (NWO) is a proposed space mission to provide high resolution spectroscopy from the far UV to the near IR of extra-solar terrestrial sized planets. The design of NWO is based on the concept of a large, space-based, pinhole camera made up of two spacecraft flying in formation. The first spacecraft is a large, thin occulting shield (perhaps hundreds of meters in diameter) with a shaped "pinhole" aperture about 10m in diameter. The second spacecraft is a conventional-quality space telescope (possibly with a 10m primary mirror) which "flies" through the pinhole image of the planetary system to observe the extra-solar planets free from stellar background. In this paper we describe the design of the two spacecraft system. In particular, the shaped-pinhole design utilizes the shaped-pupil coronagraph pioneered for the Terrestrial Planet Finder. In this paper we describe some of the NWO's technology challenges and science opportunities. Additionally, we describe an extension of the design to provide 100km resolution images of extra-solar planets.