Most current systems for facial animation are very complex, include between 70 and 80 control parameters [Essa 1995, Essa et al. 1994, Terzopoulos & Waters 1993, Waters & Terzopoulos 1991, Waters 1987] require powerful computers and seldom run in real-time. There is a clear need for a simple, yet versatile method of animation that allows for interactive control. ToonFace is an attempt to create such an animation package. The primary goal of ToonFace is to create facial expressions in real time in response to a human interacting with it. ToonFace meets this requirement by being simple: mostly two-dimensional graphics with five kinds of polygons (three of which are user-definable) and four kinds of polygon manipulations. It employs very simple linear interpolation methods for achieving the animationÑa clear win under time-constraints. By reducing the degrees of freedom in the movements of the face to a managable number (21 df), it is easier to control of the face than in most other approaches. Asecondary goal of the system is that it meet mininal criteria for graphical quality and look. The scheme employed allows people to use their own artistic abilities to create the look that they need for their system.