In this paper we present a 3D facial animation system named FACe! It is able to generate different expressions of the face throughout punctual and combined activation of Action Units, defined by Facial Acting Coding System(FACS). This system is implemented on a 3D human head controlled by bones, riggers and skinning to deform the geometry. The bone system is implemented in order to move single or combined Action Units, so that they can implement superior layers such as expressions, phonemes, words, emotions and the synchronization of all them together.