We perform statistical analysis of 3D facial shapes in motion over different subjects and different motion sequences. For this, we represent each motion sequence in a multilinear model space using one vector of coefficients for identity and one high-dimensional curve for the motion. We apply the resulting statistical model to two applications: to synthesize motion sequences, and to perform expression recognition. En route to building the model, we present a fully automatic approach to register 3D facial motion data, Based on a multilinear model, and show that the resulting registrations are of high quality.