Paper mario-esk 3D.. clipping problem?

Paper mario-esk 3D.. clipping problem?
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So I am using CCCamera to rotate around my “floor”, which appears to be laid flat.
I have 2d characters which are meant to stand perpendicular to the floor.

I have changed the way their affine transform is changed into a gl 4x4 matrix, and they now stand just right.

The bottom of the texture (just a few pixels from the bottom of their feet on the test image) is clearly above the floor surface,
yet their feet are clipping through the surface.

The floor is draw first, the people second.
I am not sure what order they are drawing in, is that what is causing the nearest one to occlude the back one without transparency?

Any ideas why the floor is clipping in?