We present a muscle model and methods for muscle construction that allow to easily create animatable facial models from given face geometry. Using our editing tool, one can interactively specify coarse outlines of the muscles, which are then automatically created to fit the face geometry. Our muscle model incorporates different types of muscles and the effects of bulging and intertwining muscle fibers. The influence of muscle contraction onto the skin is simulated using a mass-spring system that connects the skull, muscle, and skin layers of our model. Key words: physics-based facial animation, muscle / skin model, muscle editor, mass-spring system