Ch 8; join with a sl st to form a ring.
Rnd 1: Ch 3, 15 dc in ring; join with a sl st to top of ch-3 - 16 sts.
Rnd 2: Ch 2, [yo and draw up a lp in next dc, yo and draw through 2 lps] twice, yo and draw through all 3 lps on hook - beg group made; ch 5; *yo and draw up a lp in same dc as last leg of last group, yo and draw through 2 lps, [yo and draw up a lp in next dc, yo and draw through 2 lps] twice, yo and draw through all 4 lps on hook - group made; ch 5; rep from * around working last leg of last group in joining st of Rnd 1; join to beg group - 8 lps.
Rnd 3: Sl st in lp, ch 1, [(sc, hdc, 3 dc, hdc, sc) all in lp] 8 times; join in ch-1 - 8 petals.
Rnd 4: Working behind each petal, (sl st, ch 1) all in back lp of beg group, [ch 7, sc in back lp of next group] 7 times; ch 3, tr in first sc to join and form last lp.
Rnd 5: Ch 3, (2 dc, hdc, sc) all over tr, [(sc, hdc, 5 dc, hdc, sc) all in next lp] 7 times, (sc, hdc, 2 dc) all over last ch-3; join in top of ch-3 – 8 large petals.
Rnd 6: Ch 1, sc in same st as joining, ch 10, [sc in center dc of next petal, ch 10] 7 times; join.
Rnd 7: Sl st in next 2 ch, ch 1, sc in same st, [ch 3, skip next ch, sc in next ch] 4 times, * ch 3, skip next sc and next ch, sc in next ch, [ch 3, skip next ch, sc in next ch] 4 times; rep from * around; ch 1, hdc in first sc to join and form last sp – 40 sps.
Rnd 8:Ch 6, dc over hdc, * ch 3, [sc in next sp, ch 3] 9 times **, (dc, ch 3, dc) all in next ch-3 sp for corner; rep from * around, end at **; join to 3rd ch of ch-6.
Rnd 9: (Sl st, ch 3, dc, ch 3, 2 dc) all in first sp - beg shell made; ch 3, * skip next sp, [sc in next sp, ch 3] 8 times, skip next sp **; (2 dc, ch 3, 2 dc) all in next (corner) sp shell made; ch 3, shell in same sp; rep from * around, end at **; shell in same sp as beg shell; ch 1, hdc in top of ch-3 to join and form last lp.
Rnd 10: Ch 6, dc over hdc; * shell in ch-3 sp of next shell - shell in shell made; ch 3; skip next sp, [sc in next sp, ch 3] 7 times, shell in shell **, (dc, [ch 3, dc] twice) all in next sp; rep from * around, end at **; dc in last ch-1 sp, ch 3; join to 3rd ch of ch-6.
Rnd 11: Beg shell, ch 3, * shell in shell, ch 3, skip next sp, [sc in next sp, ch 3] 6 times, shell in shell, ch 3 **, [shell in next sp, ch 3] twice; rep from * around, end at **; shell in next sp; ch 1, hdc in top of ch-3 to join and form lp.
Rnd 12: Ch 8, dc over hdc, * ch 3, [shell in shell, ch 3] twice, skip next sp, [sc in next sp, ch 3] 5 times, [shell in shell, ch 3] twice **, (dc, ch 5, dc) all in next sp; rep from * around, end at **; join to 3rd ch of ch-8.
Rnd 13: Sl st in next 2 ch; ch 2, [yo and draw up a lp in sp, yo and draw through 2 lps] twice, yo and draw through all 3 lps - beg cl mae; ch 3, in same sp work: [yo and draw up a lp in sp, yo and draw through 2 lps] 3 times, yo and draw through all 4 lps - cl made; ch 3, * [shell in shell, ch 3] twice, skip next sp, [sc in next sp, ch 3] 4 times, [shell in shell, ch 3] twice **, [cl, ch 3] 4 times all in next ch-5 corner sp; rep from * around, end at **; [cl, ch 3, cl] all in same lp as beg cl; ch 1, hdc in top of beg cl.
Rnd 14: Beg shell over hdc, * ch 3, shell in next ch-3 sp between cl, ch 3, [shell in shell, ch 3] twice, skip next sp, [sc in next sp, ch 3] 3 times, [shell in shell, ch 3] twice, shell in next ch-3 sp between cl, ch 3 **, (shell, ch 3, shell) all in next ch-3 sp between next two cl; rep from * around, end at **; shell in same lp as beg shell; ch 1, hdc in top of ch-3.
Rnd 15: Ch 6, dc over hdc, * [shell in shell, ch 3] 4 times, skip next sp, [sc in next sp, ch 3] twice, [shell in shell, ch 3] 3 times, shell in shell **, (dc, [ch 3, dc] twice) all in next sp; rep from * around, end at **; dc in first sp, ch 3; join to 3rd ch of ch-6.
Rnd 16:Beg shell, ch 3, * [shell in shell, ch 3] 4 times, skip next sp, sc in next sp, ch 3, [shell in shell, ch 3] 4 times, shell in next sp **, ch 3 for corner, shell in next sp, ch 3; rep from * around, end at **; ch 1, hdc in top of ch-3.
Rnd 17: Ch 8, dc over hdc, * ch 3, [shell in shell, ch 3] 5 times, skip next 2 ch-3 sps, [shell in shell, ch 3] 5 times **, (dc, ch 5, dc) all in next ch- 3 sp between shells; rep from * around, end at **; join to 3rd ch of ch-8.
Rnd 18: (Beg cl, ch 3, cl) all in first lp, ch 3, * [shell in shell, ch 3] 10 times **, [(cl, ch 3)] 4 times all in ch-5 sp; rep from * around, end at **; (cl, ch 3, cl) all in first lp; ch 1, hdc in top of beg cl.
Rnd 19: Ch 6, dc over hdc, * ch 3, shell in next sp between cl, ch 3, [shell in shell, ch 3] 10 times, shell in sp between next 2 cl, ch 3 **, (dc, [ch 3, dc] twice) all in next sp between clusters; rep from * around, end at **; dc in first sp, ch 3; join to 3rd ch of ch-6.
Rnd 20: Beg shell, * ch 3, [shell in shell, skip next sp, 9 dc in next sp, shell in shell] 4 times, ch 3, skip next sp, shell in next sp **, ch 3, shell in next sp; rep from * around, end at **; ch 1, hdc in top of ch-3.
Rnd 21: Ch 8, dc over hdc, * ch 3, shell in shell, ch 3, *** [shell in shell, (always skip next 2 dc of shell), dc in next dc, [ch 1, dc in next dc] 8 times, shell in shell; rep from *** 3 more times; ch 3, shell in shell, ch 3 **, (dc, ch 5, dc) all in next sp between shells; rep from * around, end at **; join to 3rd ch of ch-8.
Rnd 22: (Beg cl, ch 3, cl) all in first lp, ch 3, * [shell in shell, ch 3] twice, *** [sc in ch-1 sp, ch 3] 8 times, [2 dc in next ch-3 sp, ch 3] twice; rep from *** twice more; [ch 3, sc in ch-1 sp] 8 times, ch 3, [shell in shell, ch 3] twice **, [(cl, ch 3)] 4 times all in ch-5 sp; rep from * around, end at **; (cl, ch 3, cl) all in first lp; ch 1, hdc in top of beg cl.
Rnd 23: Ch 6, dc over hdc, * ch 3, [shell in next sp, ch 3, skip next sp] 3 times, *** [sc in next sp, ch 3] 7 times, skip next sp, shell in next sp, ch 3, skip next sp; rep from *** twice more; [sc in next sp, ch 3] 7 times, [skip next sp, shell in next sp, ch 3] 3 times **, (dc, [ch 3, dc] twice) all in next sp; rep from * around, end at **; dc in first sp, ch 3; join in 3rd ch of ch-6.
Rnd 24: Beg shell, ch 3, * [shell in shell, ch 3] 3 times, *** skip next sp, [sc in next sp, ch 3] 6 times, skip next sp, (2 dc, ch 3, shell) all in next sp, ch 3; rep from *** twice more; skip next sp, [sc in next sp, ch 3] 6 times, [shell in shell, ch 3] 3 times, skip next sp **, [shell in next sp, ch 3] twice at corner, skip next sp; rep from * around, end at **; shell in next sp; ch 1, hdc in top of ch-3.
Rnd 25: Ch 8, dc over hdc, * ch 3, [shell in shell, ch 3] 4 times, *** skip next sp, [sc in next sp, ch 3] 5 times, skip next sp, [shell in next sp, ch 3] twice; rep from *** twice more; skip next sp, [sc in next sp, ch 3] 5 times, [shell in shell, ch 3] 4 times **, (dc, ch 5, dc) all in next sp; rep from * around, end at **; join in 3rd ch of ch-8.
Rnd 26: Sl st in 2 ch, (beg cl, ch 3, cl) all in same lp, ch 3, * [shell in shell, ch 3] 4 times, *** skip next sp, [sc in next sp, ch 3] 4 times, shell in shell, ch 3, shell in next sp, ch 3, shell in shell, ch 3; rep from *** twice more; skip next sp, [sc in next sp, ch 3] 4 times, [shell in shell, ch 3] 4 times **, [(cl, ch 3)] 4 times all in ch-5 lp; rep from * around, end at **; (cl, ch 3, cl) all in first lp; ch 1, hdc in top of beg cl.
Rnd 27: Ch 6, dc over hdc, * ch 3, shell in next sp, ch 3, [shell in shell, ch 3] 4 times, *** skip next sp, [sc in next sp, ch 3] 3 times, [shell in shell, ch 3] 3 times; rep from *** twice more; skip next sp, [sc in next sp, ch 3] 3 times, skip next sp, [shell in shell, ch 3] 4 times, skip next sp, shell in next sp, ch 3 **, (dc, [ch 3, dc] twice) all in next sp; rep from * around, end at **; dc in first sp, ch 3; join in 3rd ch of ch-6.
Rnd 28: Beg shell, ch 3, * [shell in shell, ch 3] 5 times, *** skip next sp, [sc in next sp, ch 3] twice, [shell in shell, ch 3] 3 times; rep from *** twice more; skip next sp, [sc in next sp, ch 3] twice, [shell in shell, ch 3] 5 times, skip next sp **, [shell in next sp, ch 3] twice at corner; rep from * around, end at **; shell in next sp; ch 1, hdc in top of ch-3.
Rnd 29: Ch 8, dc over hdc, * ch 3, [shell in shell, ch 3] 6 times, *** skip next sp, sc in next sp, ch 3, [shell in shell, ch 3] 3 times; rep from *** twice more; skip next sp, sc in next sp, ch 3, [shell in shell, ch 3] 6 times **, (dc, ch 5, dc) all in next sp; rep from * around, end at **; join in 3rd ch of ch-8.
Rnd 30: Sl st in 2 ch, (beg cl, ch 3, cl) all in same lp, ch 3, * [shell in shell, ch 3] 6 times, skip next 2 sps, [shell in shell, ch 3] 3 times, skip next 2 sps, shell in shell, ch 3, skip next sp, ([shell, ch 3] twice) all in next sp, shell in shell, ch 3, skip next 2 sps, [shell in shell, ch 3] 3 times, skip next 2 sps, [shell in shell, ch 3] 6 times **, ([cl, ch 3]) 4 times all in ch-5 sp; rep from * around, end at **; (cl, ch 3, cl) all in first lp; ch 1, hdc in top of beg cl.
Rnd 31: Ch 6, dc over hdc, * ch 3, [shell in shell or sp between clusters, ch 3] 24 times **, (dc, [ch 3, dc] twice) all in corner sp; rep from * around, end at **; dc in first sp, ch 3; join in 3rd ch of ch-6.
Rnd 32: Beg shell, ch 3, * [shell in shell, ch 3] 24 times, skip next sp **, [shell in next sp at corner, ch 3] twice; rep from * around, end at **; shell in next sp at corner; ch 1, hdc in top of ch-3.
Rnd 33: Ch 8, dc over hdc, * ch 3, shell in shell, ch 3, *** shell in shell, ch 3, skip next sp, sc in next sp, ch 3, skip next dc, sc in next dc, ch 3, sc in next sp, ch 3, sc in next dc, ch 3, sc in next sp, ch 3; rep from *** 3 more times; shell in next sp; ch 3, **** sc in next sp, ch 3, skip next dc, sc in next dc, ch 3, sc in next sp, ch 3, sc in next dc, ch 3, sc in next sp, ch 3, shell in shell; rep from **** 3 more times; ch 3, shell in shell, ch 3, **, (dc, ch 5, dc) all in next sp; rep from * around, end at **; join in 3rd ch of ch-8.
Rnd 34: (Beg cl, ch 3, cl) all in first lp, ch 3, * shell in shell, ch 3; (2 dc, ch 5, 2 dc) all in ch-3 sp of shell - Lg Shell made; *** ch 3, skip next sp, [sc in next sp, ch 3] 4 times, Lg Shell in shell; rep from *** 7 more times; ch 3, shell in shell, ch 3 **, [(cl, ch 3)] 4 times all in ch-5 sp; rep from * around, end at **; (cl, ch 3, cl) all in first lp; ch 1, hdc in top of beg cl.
Rnd 35: Ch 6, dc over hdc, * ch 3, shell in next sp, ch 3, shell in shell, ch 3, *** [(cl, ch 3)] 4 times all in ch-5 sp, skip next sp, [sc in next sp, ch 3] 3 times, skip next sp; rep from *** 7 more times; [(cl, ch 3)] 4 times all in ch-5 sp, shell in shell, ch 3, skip next sp, shell in next sp, ch 3 **, (dc, [ch 3, dc] twice) all in next sp; rep from * around, end at **; dc in first sp, ch 3; join in 3rd ch of ch-6.
Rnd 36: Beg shell, ch 3, * [shell in shell, ch 3] twice, *** skip next sp, [shell in next sp, ch 3] 3 times, skip next sp, [sc in next sp, ch 3] twice; rep from *** 7 more times; skip next sp, [shell in next sp, ch 3] 3 times, [shell in shell, ch 3] twice, skip next sp **, [shell in next sp, ch 3] twice; rep from * around, end at **; shell in last sp; ch 1, hdc in top of ch-3.
Rnd 37: Ch 8, dc over hdc, * ch 3, [shell in shell, ch 3] 3 times, *** [Lg Shell in shell, ch 3] 3 times, skip next sp, sc in next sp, ch 3, skip next sp; rep from *** 7 more times; [Lg Shell in shell, ch 3] 3 times, [shell in shell, ch 3] 3 times **, (dc, ch 5, dc) all in next sp; rep from * around, end at **; join in 3rd ch of ch-8.
Rnd 38: Sl in next 2 ch, ch 3; ch 3, sl st in 3rd ch from hook - picot made; [(dc, picot)] 3 times all in same sp, * ch 2, skip next sp; [(dc, picot)] 5 times all in next sp - picot group made; rep from * 5 more times; ch 3, *** sl st in sc, ch 1, [ch 2, skip next sp, picot group] 3 times, ch 3, skip sp; rep from *** 7 more times; sl st in sc, ch 3, skip sp, [picot group, ch 2, skip next sp] 6 times **, [(dc, picot)] 7 times all in corner ch-5 sp; rep from * around, end at **; [(dc, picot)] 3 times all in first lp; join. Fasten off.