You'll need some plastic rug grid and yarn of course. You can find rug grid at many fabric stores. I was lucky enough to find mine at the thrift store.

Once your poms are made, tie them to the squares on the grid.

You'll need to make quite a few poms! But, it's soooo worth it!

I put non skid on the back.

I haven't figured out how I will keep this clean other than shaking it out. I'm keeping mine on the side of my bed so my bare feet hit it's royal softyness every morning. No dirty shoes for this baby!