Artist Statement: Although shark skin looks smooth, it is covered with tiny tooth-like denticles that can only be seen with a microscope. This is inspired by an image of dogfish shark skin denticles that I photographed with a scanning electron microscope during my career as a Fisheries Biologist. Materials & Techniques: Materials are cotton fabric, stiff interfacing, wool batting, fabric paint and Liquitex ink. Faced openings were made in the quilt sandwich and then it was quilted with polyester thread. Layers of diluted paint were added after stitching. Stiff double-sided fusible interfacing was used to form the denticles. A grey patterned batik fabric was sewn over the denticle shape (much like facing a collar). Ink and paint were applied to the denticles to enhance the batik fabric. Denticles were inserted through the quilt openings and stitched to a backing of painted fabric.