I started out with just the cat in the hat head with an underwater helmet on I then took away the cat body and added a skeleton. After that I made the cats eyes red to add the affect of death.

After that, I aded a background that looked cool and underwater like I wanted this project to look like a dead person walking through a dream/nightmare world. I then proceeded to posterize it to make it look edited.

I then proceeded to add a dirt brush overtop to add a vintage, old, dirty affect that made it look old and tie it back to the theme of death.

After that, to incorporate more underwater additions I put in fish skeletons, but made it look like they were swimming in the world around him. I also added a rainbow to is tongue.