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You'll need 3 clean brown paper bags, glue gun and a few glue sticks, paper twist ~ 12 yards in color coordinating w/ your fabric (6 - 20 in pieces for the handle; 5 - 24 in pieces + 3 - 28 in pieces for outer basket and one 38 in piece for 3rd row weave), ruler, scissors, a yard of your favorite fabric print (start w/ fabric that has a random print rather than something that has to face a certain direction) and a yard of inch batting.