First, let me say that what was in my head when I started isn't what I got. But I'm still very happy with the finish product. The blue background was hand-dyed by me last summer. I don't generally dye my own fabric, but I took a class and I had a ball. Still, it's not something I plan on getting into. No place in my house to do it anyway. The fish is all hand embroidered onto a backing that is similar to pellon/timtex. Right now I can't think of the name. Lacey something or other. I printed a photo onto it and then proceeded to stitch two beads at a time following the colors of the fish. Nemo took 3 days and the other one took 4 days. If you look closely you will see that I machined stitched 2 jello fish. To do this I first traced them onto water soluble stablizer and then pinned it to the background and did a free motion stitch. I've added shells, starfish and a sand dollar. All real, along with pearls and assortment of seed beads. The sea fan from the previous post will go on an 8 x10 quilt and canvas. I will also be adding assortment of shells and pearls.