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Realistic facial animation is important in many graphics applications, like animated feature films and computer games, to enrich human computer interaction. In this paper, we propose a physically-based facial animation approach employing knowledge from the anatomy and biomechanics of human facial muscles. First, the 3D face mesh is generated automatically by commercial software and the facial skin is represented by a nonlinear mass-spring system which simulates realistic elastic dynamics of human dermis. Then, a structure skull is attached to fit the face mesh. A set of anatomically consistent facial muscles are incorporated to model the forces deforming the face mesh. Finally, we extend Waters' muscle model to improve the combination of multiple muscle actions and to generate realistic expression. Experiments show that our method is superior to the traditional geometric model and can achieve comparative results with the commercial software FaceGen.