Abstract: A system and method for measuring the optical phase of incident light using direct detection and for producing speckle-free images, designed for use with coherent illumination and reflective imaging geometries. Applications include speckle mitigation for active imaging, resolution enhancement using synthetic aperture methods, and digitally correcting aberrations in images or refocusing. The system hardware combines pupil-plane phase modulation with dual-plane direct-detection measurements of the image and pupil-plane intensities. The reconstruction software uses a regularized-inversion estimation framework that couples a data-fidelity model, a physics-based model for rough surface scattering of coherent light, and convolutional neural network model for natural images. The regularized inversion framework is solved iteratively using alternating projection.