As computer graphics technique rises to the challenge of rendering lifelike performers, more lifelike performance is required. The techniques used to animate robots, arthropods, and suits of armor, have been extended to flexible surfaces of fur and flesh. Physical models of muscle and skin have been devised. But more complex databases and sophisticated physical modeling do not directly address the performance problem. The gestures and expressions of a human actor are not the solution to a dynamic system. This paper describes a means of acquiring the expressions of real faces, and applying them to computer-generated faces. Such an "electronic mask" offers a means for the traditional talents of actors to be flexibly incorporated in digital animations. Efforts in a similar spirit have resulted in servo-controlled "animatrons," high-technology puppets, and CG puppetry [1]. The manner in which the skills of actors and puppetteers as well as animators are accommodated in such systems may point the way for a more general incorporation of human nuance into our emerging computer media.The ensuing description is divided into two major subjects: the construction of a highly-resoved human head model with photographic texture mapping, and the concept demonstration of a system to animate this model by tracking and applying the expressions of a human performer.