Abstract: A motion simulator having a people-holding capsule mounted on a supporting structure comprising pitch and roll cradles which are uniquely nested together and otherwise interrelated to hold the capsule minimumly spaced from the floor or base surface on which the simulator is mounted and having drive mechanisms for rockably actuating the cradles to move the capsule fore-and-aft and/or from side-to-side. A movie screen may be located at the front of the capsule where projected images can be readily viewed by the people inside the capsule.