This was a super fun project, made for a friend who just loves octopi and sewing. It started out as a thread catcher but I just couldn't stop there. The jelly fish holds sewing machine needles, the octopus holds a tiny sea tea pot pin cushion, a thimble, a fish hand needle book, a crabby measuring tape, a scissor holder and a seam ripper. There are over 85 tiny vintage and mother of pearl buttons sewn to the bottom of the arms. :) Whew!!