Chain 122 loosely.

Row 1: sc into second chain from hook. *ch-1, skip 3 chains. In next chain (dc, ch-1, dc, ch-1, dc). Skip 3 chains. Sc into next ch.* Repeat from * to *, turn. (What this looks like: The three dc's and chains into a single stitch forms a flat shell. The shells are "anchored" by a sc between.)

Row 2: ch-6 (counts as 1 dc, ch-3). Sc into center dc of shell. *ch-3, work popcorn in sc, ch-3, sc into center dc of shell*. Repeat from * to * across to last sc of the row. Ch-3, dc into last sc of row. Turn. (What this looks like: chain-3's go across this row. sc's anchor the chains to center dc of the shells. Popcorns are over the sc's of the row below, and are "between" the shells.)

Row 3: ch-1, sc into first dc (the last dc of the row below). *ch-1, skip 3 chains. Over the sc, work (dc, ch-1, dc, ch-1, dc). Skip 3 chains. Sc into top of popcorn* Repeat from * to *, to end, putting the last sc into the 3rd ch of the ch-6 below. Turn. (What this looks like: The three dc's and chains into a single stitch forms a flat shell. The shells are "anchored" by a sc over the popcorn. In other words, It's pretty much the same as row 1, but worked over the popcorn row.)

Repeat rows 2 and 3 until afghan is the desired size.

Add fringe.