Machine needle felted wool felt, hand-dyed scrim, hand-dyed dryer sheets, wool roving and various yarns. Fish was needle felted separately, embellished, then attached. The coral was also done separately by painting "puff paint on felt, then painting with Neocolor I crayons, cut out and glued and stitched on. Embellished with beading, hand embroidery, free-motion machine stitching and hot fix crystals. Then I added the batting and backing and did additional free-motion quilting, added the binding and hanging sleeve.