I made the background and then fused the applique down and stitched the applique. The flannel was used prior to appliqueing the animals onto the background. The minky is for the backing. Once I "unsew" the quilting, I plan on using warm and natural for batting. I am debating using the low loft Quilters Dream. I really wanted this to be more cuddly and didn't want to use batting - best laid plans!