The Cassini Imaging Science Subsystem acquired high-resolution imaging data on the outer Saturnian moon, Phoebe, during Cassini's close flyby on 11 June 2004 and on Iapetus during a flyby on 31 December 2004. Phoebe has a heavily cratered and ancient surface, shows evidence of ice near the surface, has distinct layering of different materials, and has a mean density that is indicative of an ice-rock mixture. Iapetus's dark leading side (Cassini Regio) is ancient, heavily cratered terrain bisected by an equatorial ridge system that reaches 20 kilometers relief. Local albedo variations within and bordering Cassini Regio suggest mass wasting of ballistically deposited material, the origin of which remains unknown.