Optically pumped magnetometers (OPMs) based on lasers and alkali-metal vapor cells are currently the most sensitive non-cryogenic magnetic field sensors. Many applications in neuroscience and other fields require high-resolution, high-sensitivity magnetic microscopic measurements. In order to meet this demand we combined a cm-size spin-exchange relaxation-free (SERF) OPM and flux guides (FGs) to realize an ultra-sensitive FG-OPM magnetic microscope. The FGs serve to transmit the target magnetic flux to the OPM thus improving both the resolution and sensitivity to small magnetic objects. We investigated the performance of the FG-OPM device using experimental and numerical methods, and demonstrated that an optimized device can achieve a unique combination of high resolution (80 μm) and high sensitivity (8.1 pT/). In addition, we also performed numerical calculations of the magnetic field distribution in the FGs to estimate the magnetic noise originating from the domain fluctuations in the material of the FGs. We anticipate many applications of the FG-OPM device such as the detection of micro-biological magnetic fields; the detection of magnetic nano-particles; and non-destructive testing. From our theoretical estimate, an FG-OPM could detect the magnetic field of a single neuron, which would be an important milestone in neuroscience.