The Ray's base is an Xmen Gideon. The fin on his head is cut-to-shape plastic. The top part of his costume is sculpted and sanded Milliput and yes the arms do move with this decoration sculpted on. His boot tops are cut and sanded plastic. The paint job on this one was an experiment with some gold paint I wanted to try on him before I used it on Dr.Fate (got our priorities here don't we?)