Free play for children is not only great for brain development, it's also a nice way to keep them entertained and quiet. What's nice about this project is that it's easy to make and can be customized to fit the interests of just about any child.

Step 1: Materials

-Box, something small enough to fit in a purse or child's backpack but big enough to fit a few toys. I prefer wood but plastic would probably work fine.

-Paint, acrylic is best. The colors you use will depend on the theme you choose.

-Various Accessories, this can be anything from model train trees and bushes to little buildings, dollhouse things, again depending on your theme. Alternately, you can use rocks, sticks, modeling clay, and such. Just get creative and remember that you will have a better idea of what you want once you pick a theme.

-Glue, elmers works fine for most stuff but you will probably also want some hot glue, especially if you want to make 'water' in your play set.

-Toys, I like the Safari Ltd. good luck minis because they are high quality and have a great selection, but other toys will work too of course.

Step 2: Create a Theme

I decided to go with underwater for my first box because there were a lot of sea creature toys at the store when I started this, but if your child is crazy about jungle animals or dinosaurs then that would be a good place to start.

I began planning how I would decorate my box by looking up pictures of coral reefs online, as well as habitats for the creatures I had. I figured since some of my sea creatures were also land creatures that I should probably have a beach. I decided to make the lid a sandy beach and the base a lagoon.

Once I had a good feel for what I wanted I gathered my materials which included sand, aquarium rocks, seashells, femo clay, glue, and paint.

Step 3: Put It Together

I started by painting the inside of the box blue to resemble the ocean. When it was dry I brushed glue on the bottom and did the same with the lid, making sure to get complete and even coverage. Then I covered the glue with sand and shook it around to make sure it covered the whole surface. If you have extra sand you can dump it out or back into the bag for later use. Then I added a bit of model train grass to the edge of the beach for a little variety. It is a good idea to cover the sand with another layer of glue so it doesn't rub off as kids play with it(spray glue is best, but other types work too). Be sure to let it dry completely before going to the next step.

Using the pictures I found online, I made coral, anemones, and seaweed out of femo clay. I'm not very good, but kids don't care and in the right seeing you can tell what it is supposed to be, so don't worry if yours isn't that great either. Following the directions on the package, I baked and cooled the clay.

The last step is to lay out all your accessories and glue them in place. As you are laying out your accessories, it is a good idea to periodically close the box to make sure nothing is too tall for it to close, especially if you are gluing things to the lid too. Part way through this project I remembered I had some shells and stuff from a trip to Hawaii. The urchin shell ended up being my favorite part, so if you have things like that I recommend using them. When you are satisfied with the layout, you can begin to make it more permanent with some glue(I recommend hot glue for this part).

As an afterthought, I used some cardstock paper and rocks to make a cave. My daughter likes it but it is kind of flimsy so I would suggest using plastic instead of paper (maybe an old credit card?)

As a finishing touch, I drew my daughters favorite mermaid on the lid and then went over it with a wood burning pen. Alternately, you could paint it, put stickers on it or just leave it plain.

Step 4: Play!

And that's it! My daughter loves it and it keeps her both quiet and happy. The only downside is that some of the coral I made was pretty fragile and she broke it, but other than that it's perfect.

Scroll through the pictures for more ideas, and if you make your own I would love to see pictures!