Abstract: A display system is shown which comprises, in combination, a display panel and a modular multi-layer three dimensional figure which can be readily disassembled and re-assembled in different forms. The display panel has a structural member with a first and second outer covering member, at least one of which is a hook or loop material, and which outer coverings are joined at their lateral edges in a narrow, unobtrusive seam. The figure is comprised of a plurality of first flexible elements, flat in relaxed state, and having hook or loop fabric on at least one facial surface, and a plurality of second flexible elements, also flat in relaxed state, with hook or loop material on both facial surfaces which are releasably secured to the first flexible elements. A method of making the panel and a finger or hand puppet constructed from the flexible elements are also shown.