Abstract: A downhole inspection tool for observing conditions in the harsh environment of a well bore. An embodiment of the tool comprises a high frequency camera, which operates in the millimeter wave frequency range with the capability of seeing through opaque environments. In use, the tool system provides pictures of conditions downhole for use by operators attempting to repair and/or remove broken downhole equipment by being able to observe the actual downhole conditions that exist. Furthermore, the system can be used to inspect the inside of a well casing or tubing for the presence of cracks, frac holes, slots, slits, protruding structures, stuck hardware, environmental conditions, etc.