How can I crop a block of text around an image in front of it so you can't see the text below it?

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here picture of i'm talking about, , second picture without "img" layer referencing make shapes:

screen shot 2014-03-03 @ 3.45.53 pm.pngscreen shot 2014-03-03 @ 3.56.43 pm.png

the text layer labeled "bg" , shoe , pants layer labeled "shoe" of course. not worried "e" because text behind adds "texture." want shoe shown without underlying text (the ground; "bg") layer. text not shown beneath shoe. i've tried of pathfinder options. outline shoe suppose , guess clipping mask or something, don't if that'd work i'm still beginner @ using illustrator , figured maybe there easier option. thanks.

to me looks mask should easiest option

 

maybe can generate there.



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