I used a Doctor Octopus figure as the base. I thought Dock Ock would be the perfect base due to his non physical, portly stature. Baxter's head and wings were sculpted from scratch. The lower legs and feet were sculpted over a skeleton of a Beast Wars Transformer (i'm not really sure which one... It was a yellow cat though). Baxter's "fly" arms were made from a couple different fodder pieces I had about. His wings individually nestle deeply into cavities in his back with added snugness aided by magnets. His ooze canister was also scratch built using bic pens, clear acrylic tubing, and neon green paint.