// recalc up vector
up = math.Cross( forward, side );

It looks like you've reversed this cross product. forward x side will get you the down vector using the right-hand rule. Try doing side x forward and see if that fixes the issue.

Yep, I was at that point where I was trying anything. Code got messy, I didn't need to recalc the Up vector :-)

// recalc up vector
up = math.Cross( forward, side );

It looks like you've reversed this cross product. forward x side will get you the down vector using the right-hand rule. Try doing side x forward and see if that fixes the issue.

Yep, I was at that poin where I was trying anything. Code got messy, I didn't need to recalc the Up vector :-)