-end with a quad @ the corner of the mouth and the inside of the ear Done -extrude an edge inward for the mouth at the very least Done - the eyes are to close to the center Changed - nose is to pointy Changed This is how close i can come, else I will have to remodel the whole thing. Topology is not eyecandy, not proud of it! Here is the smooth version. I always model solid, so I can see the failures netter than when smoothed out. Just projected the picture onto the model to see how it looks. TDW