Cut two 5 1/4-inch squares and three 1 1/2 x 5 1/4-inch rectangles from orange felt. Using white chalk, free-hand draw a 2 1/2-inch oval on black felt; cut out.
Using black thread, sew the black oval to one of the orange squares, leaving an opening on one side but leaving the piece in the sewing machine. Use the eraser end of a pencil to stuff fiberfill through the opening; sew the opening closed.
Referring to the photo and using a wide zigzag stitch, create the legs of the spider on the bag front. Change to a narrow zigzag stitch to make the feet.
Glue the wiggle eyes to the spider. Chain-stitch a smile using white embroidery floss.
Using a 1/2-inch seam allowance and orange thread, sew the three orange rectangles together along the short edges to make a long strip. Pin and sew the long orange strip to the three sides of the orange squares. Sew the pieces together using a 1/4-inch seam allowance.
Cut two 12-inch-long pieces from black-and-white polka-dot ribbon. Sew the ribbon ends to the top of the bag using orange thread.