A dynamic gain flattening filter is provided that offers a smooth spectral response. The filter includes an input/output port for launching a beam of light, a dispersive element for dispersing the beam of light into a plurality of monochromatic sub-beams of light, and discrete array of controllable elements for receiving the plurality of sub-beams of light. The filter is designed such that each sub-beam of light is incident on more than one element of the discrete array for selective attenuation before being recombined by the dispersive element and redirected back to the input/output port. In another embodiment, a beam-folding mirror is provided to direct the attenuated beam to a separate output port.