Wash out an empty soup can and measure the height and circumference. (If you don't have a tape measure, just use a strip of paper and mark off the measurements on it.) Cut out a rectangle of felt to those dimensions. Be precise so that the ends of the felt will butt up together but not overlap when wrapped around the can.
Cut shapes into your felt; then cut coordinating fabric patches that will peek through your holes. Stick the scraps to the back side of your felt. (The felt should be fuzzy enough to hold them there temporarily.) Spray some adhesive onto your can and wrap it with the felt piece, taking care to match your seam nicely in the back. Fill with pencils. All done.
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