This little tote bag didn't come with instructions, but I can see how easy it is. I would cut and sew the inside lining and the outside separately. Assemble each completely. Sew on the button eyes and embroider the mouth. then, turn both inside out and sew together, stitching ends of elastic into top edges. Leave an opening for turning. Turn right side out, and close seam. the knots from the eyes and mouth will be inside between the layers, for a neat finished look.