This began as I re-created the groundhog's eyes for the previous image and thought about an image with numerous eyes peering from the undergrowth. Somewhere along the way as I created a brush in the form of the eyes they became midges (small flies). The cinquefoil was separated and duplicated numerous times and a drop shadow added to each instance. A subdued beam of light was added using a uniform white layer with a blurred mask. Finally, a drop shadow was added to the midges with sufficient distance to make it fall on the foliage below.