Login Box 2 - UI Kit

this is completely css3 modified from uikit to work in all browsers. This rebound is a dirty psd mockup of the last html based layout to see if putting the fields vertically makes the space looking better.

What do you think? Does this work better? Eventually I'll probably have to have some forgot password option in there, but it will probably only show after they enter a username, or if they click the id badge the login box will flip over 3d.

Ideas on a better layout?