The product of the Phase II effort will be a Multi-Use Non-Intrusive Flow Characterization System (FCS) for densified, normal boiling point, and two-phase cryogenic flows, capable of accurately measuring several fluid parameters in real-time. Cryogenic fluids are ubiquitous in the aerospace industry; however, adequate flow instrumentation to support terrestrial, in-space, and planetary operations is currently unavailable. FCS was originated to address this issue and greatly enhance the quantification, reliability, and safety of propulsion test operations, as well as reduce operational expenses. FCS will also play a significant role in initiatives for the exploration of the Moon and Mars through supporting the design, development, and operation of gravity-dependant processes. FCS handles both transient and steady state flows, and can operate in the following five modes: (1) on-line analysis of fluid mixtures; (2) mass flow rate measurement; (3) temperature measurement; (4) fluid conditioning and health monitoring; and (5) model validation for a cryogenic or non-cryogenic fluid flow. The Phase II effort will develop an FCS system that has broad application throughout NASA and the rest of the aerospace community. A fully functional FCS system will be delivered to NASA/SSC upon completion of the program for use in the E1 or other facility.