I made this diorama as a gift for a friend, using the guts of a battery-operated toy (one of the ones with lots of sounds and lights). When you look in the box and push the button on the side, LEDs flash on and off and illuminate a scene of UFOs and planets. The idea bubbled out of lots of toy taking-apart, and a Michel Gondry movie called Three Dead People. I could pretty much use the toy as it was, but with a few adjustments. I took off the front piece of plastic and all the buttons and other bits of plastic (except for the back one that holds the 3 AA batteries). I cut out the speaker so it is quiet (whew!). I had to solder on longer wires for the LEDs that I wanted to use, so that they'd reach where I wanted them to go. I also made my own switch and used it to replace the original on-off switch. The toy is hidden inside the box, except for the new switch that turns it on - that's attached to the side of the box. I ended up making the box, using a big sheet of corrugated cardboard. There's a false bottom inside that holds the scene - the LEDs poke up through the bottom of this. The scene inside the box rests on a false bottom. The UFOs and planets are painted with on transparency film, and an LED from the toy is mounted behind each one. I liked making this because it uses this object that's a pretty common part of American childhood nowadays (a pretty annoying part, frankly), and turns it into something more magical - something that gets my imagination going a bit more than the original toy did.