A face-lit waveguide illumination system employing a planar sheet of an optically transmissive material. A strip of side-emitting LEDs is positioned adjacent to a major surface of the planar sheet and optically coupled to the planar sheet. The planar sheet is configured to guide light using optical transmission and total internal reflection. Light extraction features located along the prevailing path of light propagation extract light from the planar sheet and emit the light towards a surface normal direction.