WE EXAMINE A NUMBER OF LONG-STANDING FUNDAMENTAL QUESTIONS RELATED TO IONOSPHERIC OUTFLOW AND THE IMPACT AND FEEDBACK OF HEAVY IONS IN THE MAGNETOSPHERE. WE INVESTIGATE A NUMBER OF ASPECTS OF ION TRANSPORT THROUGH THE MAGNETOSPHERE INCLUDING HIGH LATITUDE HEATING AND OUTFLOW PLASMA SHEET CONVECTION (POTENTIAL AND INDUCTIVE) AND HEATING IN THE MAGNETOTAIL AND INJECTION INTO THE INNER MAGNETOSPHERE AND THE ASSOCIATED DISTORTIONS OF THE NEAR-EARTH ELECTRIC AND MAGNETIC FIELDS. MAGNETOSPHERE-IONOSPHERE COUPLING LEADING TO MODIFICATIONS OF SUBSEQUENT OUTFLOW IS INVESTIGATED INCLUDING THE TIMING INTENSITY AND SPATIAL STRUCTURE OF OUTFLOW OVER THE COURSE OF MAGNETIC STORMS. INFLUENCES ON THE DAYSIDE MAGNETOSPHERIC COMPOSITION AND MAGNETIC TOPOLOGY ARE EXAMINED INCLUDING FEEDBACK ON RECONNECTION LOCATION AND RATES. OUR SPECIFIC SCIENCE QUESTIONS ARE: (1) HOW DO MULTIPLE COMPETING MECHANISMS COMBINE TO CREATE IONOSPHERIC OUTFLOW? (2) HOW DOES IONOSPHERIC OUTFLOW IN COMBINATION WITH ACTIVITY LEVEL MODIFY THE COMPOSITION AND SUBSEQUENT DYNAMICS IN THE NEAR- EARTH MAGNETOTAIL? (3) WHAT IS THE FEEDBACK FROM THE MAGNETOSPHERIC HEAVY IONS ON THE IONOSPHERE AND SUBSEQUENT MODIFICATION OF THE IONOSPHERIC OUTFLOW? (4) WHAT IS THE INFLUENCE OF HEAVY ION PRESENCE IN THE DAYSIDE MAGNETOSPHERE ON MAGNETIC TOPOLOGY AND SOLAR WIND INTERACTIONS? WE INVESTIGATE INTER-REGIONAL COUPLING PROCESSES AND THE INFLUENCE OF PLASMA COMPOSITION WITHIN THE EARTH S MAGNETOSPHERE-IONOSPHERE SYSTEM (I.E. GEOSPACE) USING THE SPACE WEATHER MODELING FRAMEWORK (SWMF). WE WILL MAKE USE OF THE ANISOTROPIC MULTIFLUID VERSION OF THE BATS-R-US MAGNETOHYDRODYNAMIC MODEL MULTIFLUID-KINETIC IONOSPHERIC OUTFLOW MODEL AND SEVERAL INNER MAGNETOSPHERIC DRIFT PHYSICS MODELS. THIS ALLOWS FOR REALISTIC SIMULATION OF THE FLOW OF MASS AND ENERGY THROUGH GEOSPACE IN PARTICULAR THE MOTION OF HEAVY IONS. THIS IN-DEPTH ANALYSIS OF ION COMPOSITION AND FEEDBACK WITHIN GEOSPACE WILL BE CONDUCTED FOR A WIDE VARIETY OF DRIVING SOLAR WIND AND SOLAR FLUX CONDITIONS. A ROBUST SET OF IDEALIZED SIMULATIONS IS CONDUCTED FOR THIS PROJECT LEADING TO THOROUGH UNDERSTANDING OF THE REACTIVE FEEDBACK WITHIN GEOSPACE TO SPECIFIC DRIVING CONDITIONS. NUMEROUS REAL-EVENT INTERVALS ARE SIMULATED AND RESULTS COMPARED AGAINST MEASUREMENTS FROM SPACECRAFT IN PARTICULAR MMS CLUSTER THEMIS AND VAN ALLEN PROBES FOR FAST PLASMA FLOWS AND PARTICLE INJECTIONS. WE WILL ALSO EMPLOY LEO SATELLITE DATA AND MANY TYPES OF GROUND-BASED OBSERVATORIES. THIS APPROACH WILL YIELD SUBSTANTIAL ADVANCEMENT IN OUR UNDERSTANDING OF GEOSPACE DYNAMICS DISCERNING WHICH PHYSICAL PROCESSES ARE IMPORTANT WITH REGARD TO THE IMPACT OF HEAVY ION COMPOSITION ON GEOSPACE STRUCTURE AND ACTIVITY. THE OVERALL OBJECTIVE OF THIS PROPOSAL IS TO UNDERSTAND THE OUTFLOW OF HEAVY IONS FROM THE HIGH-LATITUDE IONOSPHERE AND THEIR TRANSPORT THROUGH AND IMPACT ON THE GEOSPACE SYSTEM. OUR GENERAL METHODOLOGY IS NUMERICAL MODELING WITH THE SWMF AND CODES COUPLED WITHIN THIS SUITE INCLUDING EXTENSIVE MODEL-MODEL AND DATA-MODEL COMPARISONS TO REVEAL THE FUNDAMENTAL PROCESSES GOVERNING GEOSPACE. THIS ACTIVITY DIRECTLY ADDRESSES THE SECOND SCIENCE GOAL OF THE HGCR-TMS PROGRAM "DETERMINE THE DYNAMICS AND COUPLING OF EARTH S MAGNETOSPHERE IONOSPHERE AND ATMOSPHERE AND THEIR RESPONSE TO SOLAR AND TERRESTRIAL INPUTS."