Abstract: The microphone system proposed in this paper aims to take advantage of the 90 degree height-to-main layer angle found in Atmos speaker systems by combining a non-coincident main layer, with a corresponding near-coincident, 90 degree directional microphone for each height channel. The design of this system prioritizes a high level of decorrelation from channel to channel, while minimizing inter-channel crosstalk. It captures Native-D format data, ensuring that no format conversion or complex matrixing must be done, and avoids any loss of fidelity from recording to mixing stages. The paper includes a case study of the system that consists of multiple recording sessions, ultimately resulting in a final binaural mix using Dolby Atmos.