This Small Business Innovation Research Phase 1 research project aims to investigate the feasibility of a super-linear optical modulator technology. This innovation involves a unique and complementary combination of Phase Modulator (PM) and weak Gires-Tournois Resonator (GTR) modulator inside a reflective-type modulator. This modulator has other superior features such as broadband operation, high tolerance characteristics, simple design structure, small footprint, and low-cost potential. This research will focus on the design, simulation, fabrication, and measurement on this ultra-linear waveguide-type optical modulator designed to operate below GHz ranges. The impact of this project has broad commercial, military and scientific significance and represents a major, on-going engineering challenge because of its fundamental role in the overall performance of analog fiber-optics transmission links. In the commercial arena, linearized modulators are key devices in ultra-dense cable television (CATV), Radio-over-Fiber (RoF) communications, broadband wireless access, cellular/personal communication and other mobile platform antenna systems. In the military arena, linearized modulators with wide bandwidth and high tolerance features are in demand for radar jamming, antenna-remoting, signal distribution for phased array antenna applications