An optics assembly for observing a panoramic scene comprises a plurality of optical elements. A flat reflective element redirects light from a panoramic scene. A plurality of refractive elements, successively receive the redirected light from the reflective element and create a real pupil. An optical relay system receives light from a last of the plurality of refractive elements. The optical relay system establishes the focal length of the optics assembly, corrects optical aberrations produced at the real pupil, corrects field aberrations and produces an annular image on a flat focal plane assembly. The optics assembly produces a small F-number at field angles perpendicular to the optical axis of the optics assembly over a panoramic scene.