changed this up a bit LOL. I glued a piece of patterned paper on white cardstock then painted the rocks and seaweed on that. The fishes were painted on white cardstock and then cut out (with scissors). The legs on the "A" fish were made with a small piece of black yarn...folded in 1/2 & glued on the back of the fish. I then unwound the yarn to make it look like tentacles. All the fish are pop-dotted in place.