Then fold over the small piece of felt so that it fits almost the whole width of the books back cover and pin in place. Sew the flap down, coming in just slightly to make it snug on the book cover.
Measure the larger piece of felt and fold up the bottom 6 inches. This will make the pencil pocket and leave the piece about 10 inches high (just like the book holder piece).
Sew down the sides of this flap pocket as well. Then mark off and pin each 1 1/4 inch across the entire pocket.
Sew this pocket down on the 1 1/4 inch marks across the entire pocket. When you are sewing down pockets like this, you always start the needle ON the pocket, back stitch over the pockets edge on the fabric and then stitch down again. This way, the stress point is never on the edge of the pocket and it makes your whole project last longer.
Then you take the two pocket pieces (one opening on the left side (for the book) and the other (for the pencils) opening to the top) and pin them together. In that seam add the small piece of elastic to go around the button or, like I did, a recycled shoe lace. Sew up the seam with a small strait stitch and remember to back stitch a few times over the ties as this will be another point of stress.
Add all your art supplies and fold up to tuck into a bag or carry on bag.