I used approx 4 trash bags full of shreaded bills! to fill my pouf. I added a layer if quilt batting and another muslin inner lining layer to sandwich the batting in the center. That way since i knew i was using shreaded paper it would still be soft and fluffy to sit on, and it is! Also I put a zipper in on the bottom. That way if my pouf starts going flat i can just shread some more bills and stuff away.