Once you calculate the new up, you'll want the lerp from old to new to take a few seconds. Additionally, if `CameraToObject` and `PlanetToObject` are coincident, a single plane cannot be defined. If the object is already selected, your vertical constraint will prevent `CameraToObject` and `PlanetToObject` from becoming coincident, however, if the two are **already** coincident when you click the object, or are made coincident **by** clicking the object, the algorithm will not work. So, if you go to calculate and detect that they are coincident, bump one a tiny bit; this will find *an* up vector, which allows the camera to begin lerping, which allows the vertical constraint to work. The cross-product of the normalized `PlanetToObject` and `CameraToObject` directions is perpendicular to both vectors and is, by definition, the normal of a plane that contains both. The cross product of the plane's normal (perpendicular to the plane) and `CameraToObject` (a vector in the plane) is a second vector in the same plane, perpendicular to the first; the net-result is a rotation of `CameraToObject` 90 degrees around the face normal. Note: I may or may not have reversed the order of the cross-products, but you only need to worry about it at the very end; the yellow vector should point to the "right of the camera"; invert it if it doesn't. This was one of the hardest screenshots I've tried to diagram over; I had given up on making it look right but will post it anyway, since I think you'll still get it. [![enter image description here][1]][1] Regarding quats: Consider the specific wording of your question. "I want to rotate the image counter-clockwise". That's also saying that you want to rotate the camera clock-wise around `CameraToObject`. In that case, `CameraToObject` is the Quaternion's vector component, and "90 degrees" is the scalar component. Quaternions *twist* inputs around their vector component by the angle stored in their scalar component. Visualize the earth spinning on it's axis; it only has one axis to spin on so the only question left is "How much?" [1]: https://i.sstatic.net/qmquV.png