Cut your fabric into 7 1/2 inch by 4 1/2 inch rectangles. You will need 4 total, 2 from each fabric.
Fuse your fleece to the wrong side of your outer fabric. Then cut about 1/2 inch off the length of that one so that it is slightly shorter than your inner fabric.
Partner each of your rectangles with their matching rectangle. With right sides together, sew around the outer edges of your rectangles, leaving one of the short ends open.
Turn the inner fabric rectangle that you just sewed right side out and stuff it down into the outer fabric (which is still wrong side out).
Match up the top edges and then sew around the top edge leaving a small opening to turn it. Just be careful to only sew through your two layers of fabric at a time. This can be a little tricky-see the image. Stop frequently with your needle down to adjust the fabric if necessary.
Turn it all right side out and stuff the inner piece down into the outer with just a little edge showing at the top. Press it flat and top stitch all the way around the top (again being careful not to sew through all 4 layers, just the two you want).