Nice atttempt at 3D. For the most part it works well, but the controls are hard to handle. It looks like your rotation with A and D or left and right are only in KeyDown events, so you have to wait for Windows or OS X or whatever you're playing on to register that the key is being held down. In the future, for advice, have a KeyDown and a KeyUp, the KeyDown setting a Boolean to true for the key being down and the KeyUp making it false, and then in your EnterFrame function say that if a is down based on the boolean, rotate left, like that. That way the keyboard interaction is immediate. Best of luck!