An optical projection system comprises a light source, a substantially planar optical element array for receiving light emitted from the light source, and a display panel for selectively outputting light from the optical element array. The optical element array includes an optically transmissive substrate material and a plurality of optical micro-elements formed on at least one surface of the substrate material. The display panel has a plurality of pixels for selectively outputting light output from the optical element array. The micro-elements can include micro-lenses, micro-prisms, micro-waveguides, or any suitable combination of the foregoing, configured to alter the characteristics of light emitted from the light source to create a desired illumination source.