I started with a photograph of a water lily from the Horse Lot Lake in Lake Park GA.  I traced the lily and the pad but then the lily looked a bit off.  Some pushing and pulling of the lines and I think I've gotten it to look nice.  It was a good picture but lacking a bit of spark, so I added the frog.  Oh there are still plenty of things in Illustrator that I need to get good at but over all, I am pretty darn pleased with this illustration.