The Learning/Play Quilt or Denim/Learning Play Quilt is a compilation of components of children's clothing sewn together to facilitate development or practice of fine motor skills (dexterity) such as zipping, buttoning, lacing, tying, snapping, hooking, use of Velcro, and buckling. The quilt format provides an extensive selection of fine motor skills not found in other formats such as books, vests, dolls and mats, and, at the same time, provides utilitarian uses as a cover for the child in a car seat or stroller. It also features pockets for storage of small toys and treasures. The components of children's clothing also expose children to numbers, letters and words while the embroidery thereon creates a product that is attractive and, therefore, promotes the child's interest in learning. The recommended lap quilt size predisposes its use to places where supervision is more readily available then if used on a bed. This is not only a safety feature but one in which more peer and adult interaction can occur.