I wish that I had taken photos at each stage of the process, because it really was a process for me. I started out making the box to slide in a frame that I had already made. My thoughts were to have elements of the artwork attached to the side, creating, in effect an integral matt. The octopi, fish, worm and coral are made out of sculpty; the ocean floor out of painted styrofoam; wire and tissue paper for the plants, the boat is made out of painted scrap foam core board and aluminum foil; and the waves at the top are made from prismacolor tinted mylar. I love making the true 3-D pieces!