VAMPIRES is a high-angular resolution imager developed to directly image planet-forming circumstellar disks, and the signatures of forming planets that lie within. The instrument leverages aperture masking interferometry - providing diffraction-limited imaging despite seeing - in combination with fast-switching differential polarimetry to directly image structure in the inner-most regions of protoplanetary systems. VAMPIRES will use starlight scattered by dust in such systems to precisely map the disk, gaps, knots and waves that are key to understanding disk evolution and planet formation. It also promises to image the dusty circumstellar environments of AGB stars. This instrument perfectly compliments coronagraphic observations in the near-IR, and can operate simultaneously with a coronagraph, as part of the SCExAO extreme-AO system at the Subaru telescope. In this paper the design of the instrument will be presented, along with an explanation of the unique data analysis process and the results of the first on-sky tests.