Hearts Collection Framelits;  Fun Flowers Bigz die;  Attic Boutique DSP;  Pool Party  & Daffodil Delight cardstocks; Always Artichoke Seam Binding; Antique Brad.

The sueded flower was made by running the flower layers through a corrugator multiple times to break down the paper fibers and then splitting the cardstock in half to get the sueded texture.  I then crumpled them up some more after putting the layers together with a brad.

The "box" was made using a leftover brad container wrapped with DSP.