Hi, I am trying to get a sort of third-person camera working. The exact effect I am try to achive is like the camera in Neverwinter Nights, or Warcraft 3. Basically my world is aligned to the x/z axis (and is pretty much flat). I have a point on that axis which I want to look at. I also have a distance value (the distance back I want the camera to be from the target coordinate), a pitch angle (the angle, from verticle (pointing down the y-axis) to flat (looking along the x/z plane), and a rotation value (the rotation around the y-axis). The problem I am having is forming the required view matrix in direct3d. To calculate the cameras location I belive I can just: - Translate up the y-axis by the distance. - Rotate around the x-axis by the pitch angle. - Rotate around the y-axis by the rotation angle. - Translate by the objects offset from the origin. This gives me the camera position, and I have the look at point (the object on the x/z axis). To use the D3DXMatrixLookAtLH function I still need an up vector, and this is where I am stuck. How do I calulate the up vector from the information I have available? And have I made any assumption errors in my basic methodology? Thanks for your time, Alan