ULTIMATE is an instrument concept under development at the AAO, for the Subaru Telescope, which will have the unique combination of ground layer adaptive optics feeding multiple deployable integral field units. This will allow ULTIMATE to probe unexplored parameter space, enabling science cases such as the evolution of galaxies at z ∼ 0:5 to 1.5, and the dark matter content of the inner part of our Galaxy. ULTIMATE will use Starbugs to position between 7 and 13 IFUs over a 14 × 8 arcmin field-of-view, pro- vided by a new wide-field corrector. All Starbugs can be positioned simultaneously, to an accuracy of better than 5 milli-arcsec within the typical slew-time of the telescope, allowing for very efficient re-configuration between observations. The IFUs will feed either the near-infrared nuMOIRCS or the visible/ near-infrared PFS spectrographs, or both. Future possible upgrades include the possibility of purpose built spectrographs and incorporating OH suppression using fibre Bragg gratings. We describe the science case and resulting design requirements, the baseline instrument concept, and the expected performance of the instrument.