A new ion composition and three-dimensional velocity analyzer, 3-Dimensional ion velocity and mass Imager (3DI), measures 3D velocity distribution functions (VDFs) for each major ion species in Earth's topside ionosphere. The 3DI instrument is composed of a miniaturized electrostatic analyzer (ESA) and a deflector, backed by a static, magnet-based, mass spectrometer. We have developed a micro-pixel read-out anode technique that significantly saves power in the particle detection system, and integrated it into an imaging microchannel plate (MCP). We tested the ESA and deflector, magnet-based mass spectrometer, and anode in the laboratory to demonstrate the 3DI prototype's performance. We have applied numerical calculations to evaluate and discuss 3DI's performance and dynamic range. Due to complexities associated with imaging 3D distribution functions during fast spacecraft motion, we also discuss the operation strategy for 3DI to capture and resolve the VDF within the field of view. Once applied to flight investigations, the 3DI observations will be extremely useful in identifying ionosphere composition, mass-dependent ion transport such as upflows, and massdependent ion heating. Furthermore, the precise measurement of non-thermal plasma VDFs provides information to improve ionospheric environment modeling and ground-based radar observations. We report a new three-dimensional (3D) velocity and composition analyzer, 3-Dimensional ion velocity and mass Imager (3DI), which resolves mass dependent fast flows and non-thermal features in the Earth's topside ionosphere. 3DI measures flow velocities, fluxes, and 3D velocity distribution functions (VDFs) for major ion species. The 3DI instrument is composed of a miniaturized electrostatic analyzer (ESA); a deflector; and a static, magnet-based, mass spectrometer optimized to measure cold plasma when the spacecraft (S/C) ram speed dominates the bulk plasma speed. For the particle detection, a 2-dimensional imaging microchannel plate (MCP) is used with a novel micro-pixel read-out anode technique that can significantly reduce required power. Current state-of-the-art instruments that cover this energy range are the Retarding Potential Analyzer (RPA), the Ion Drift Meter (IDM), ESAs, and hemispherical electrostatic analyzers (HEA). RPAs have a long, successful history of providing in-situ diagnostics of thermal ion spectra in Earth's topside ionosphere 1,2. RPAs produce a planar electric potential barrier to incoming ions. The potential varies by sweeping voltages that are applied to a set of grids. Ions with energies above the barrier are collected by a plate at the back of the instrument and measured as a current. When coupled with S/C velocity and attitude knowledge, current-voltage (I-V) curves provide ion flow speed, temperature, and density under the assumption of isotropic Maxwellian VDFs. Ion drift directions for the cross-track component can be measured using multiple sensor heads, or a segmented collector plate (measuring the current ratios among the segments). Such...