THE NASA-LED PROJECT PROPOSES TO COMBINE GROUND-BASED AND SATELLITE OBSERVATIONS AND SOUNDING ROCKETS WITH IMPROVEMENTS TO MODELS TO ADVANCE OUR PHYSICAL UNDERSTANDING OF THE COMPLEX INTERPLAY BETWEEN THE NEUTRAL AND IONIZED POPULATIONS IN THE IONOSPHERE-THERMOSPHERE- MESOSPHERE (ITM) REGION IN ORDER TO PROVIDE A BETTER SPECIFICATION OF MESOSPHERIC CIRCULATION ENHANCED PREDICTIVE CAPABILITY FOR THE ONSET OF IONOSPHERIC INSTABILITIES AND A DRAMATICALLY IMPROVED SPECIFICATION OF THE MAGNETOSPHERIC ENERGY AND PARTICLE INPUTS TO THE UPPER ATMOSPHERE. FOR CAPABILITIES THAT CURRENTLY DO NOT EXIST AT GSFC PRIMARILY DETAILED ITM MODEL DEVELOPMENT AND UPGRADES NASA WILL WORK WITH EXTERNAL COMMUNITY MEMBERS TO PROVIDE THE SCIENTIFIC ANALYSIS THAT WILL BOTH CONSTRAIN AND UPGRADE THE PHYSICS IN THEIR MODELS TO IMPROVE THEIR PREDICTIVE CAPABILITY. ULTIMATELY THE RESULTING IMPROVED MODELS WOULD THEN BE NATURAL CANDIDATES FOR HOSTING AT THE COMMUNITY COORDINATED MODELING CENTER (CCMC).