We propose a novel markerless 3D facial motion capture system using only one common camera. This system is simple and easy to transfer facial expressions of a user's into virtual world. It has robustly tracking facial feature points associated with head movements. In addition, it estimates high accurate 3D points' locations. We designed novel approaches to the followings; Firstly, for precisely 3D head motion tracking, we applied 3D constraints using a 3D face model on conventional 2D feature points tracking approach, called Active Appearance Model (AAM). Secondly, for dealing with various expressions of a user's, we designed 2D face generic models from around 5000 images data and 3D shape data including symmetric and asymmetric facial expressions. Lastly, for accurately facial expression cloning, we invented a manifold space to successfully transfer 2D low dimensional feature points to 3D high dimensional points. The manifold space is defined by eleven facial expression bases.