A very large (10's of meters) aperture space telescope including two separate spacecraft--an optical primary functioning as a magnifying glass and an optical secondary functioning as an eyepiece. The spacecraft are spaced up to several kilometers apart with the eyepiece directly behind the magnifying glass ''aiming'' at an intended target with their relative orientation determining the optical axis of the telescope and hence the targets being observed. The magnifying glass includes a very large-aperture, very-thin-membrane, diffractive lens, e.g., a Fresnel lens, which intercepts incoming light over its full aperture and focuses it towards the eyepiece. The eyepiece has a much smaller, meter-scale aperture and is designed to move along the focal surface of the magnifying glass, gathering up the incoming light and converting it to high quality images. The positions of the two space craft are controlled both to maintain a good optical focus and to point at desired targets.