I designed a pencil for the fun of it. I decided to let something happen to the pencil. These two reasons made me build the tentacle grabbing the pencil.

The fog was made using DustDevil (from Blur Studios). The tentacle is an extruded cylinder, deformed by a displacment. The textures on the tentacle and the pencil are selfmade, the wood is an image from a terxture collection.