What with: Photoshop CS2 and just a bunch of different brushes. I thiiiiink for some of the more heavily textured ones they were actually some of Adobe's Wet Media brushes included with Photoshop. How: Uhh, just went about normally painting stuff I guess, there's a bunch of tutorials here on dA if you search for them. Though I guess a few noteworthy things might be that I did the shading for the creature and the girl on the same layer as I did their original base colour drawing, just locked the layer's transparency. And the blue stuff behind the creature and next to that cloud, I believe I did on a seperate layer with the mode set to Overlay.