Lophotrochozoa

In order to catch more food, you develop a ring of tiny tentacles around your mouth which pull food in.  This is called a lophophore.

In a marine environment, it is very useful to be able to pull in food as it drifts past, or as you move through the water.  There is plenty of organic matter in the water, some of which is alive until you grab it.

Unfortunately, some of the things being grabbed, are your young.  D'oh!  Maybe it's time to toughen up again?

Grow a shell?
Stay shiny?