We propose a fast 3D model acquisition system that aligns intensity and depth images, and reconstructs a textured 3D mesh. 3D views are registered with shape alignment based on intensity gradient constraints and a global registration algorithm. We reconstruct the 3D model using a new Cubic Ray Projection merging algorithm which takes advantage of a novel data structure: the linked voxel space. Finally, we present experiments to test the accuracy of our approach on 3D face modeling using real-time stereo images. 1