I bought the wooden plaque at Michael's, gessoed it, then used a lace stencil by FolkArt and texture paste for the background. I sprayed three distress dyes and then wiped it off leaving the color behind. The shaker frame has its own close-up picture too, but it's made with a Katie Pertiet image, and filled with a matching sequin mix. The frame is by DCWV, is removable, and sits on a cup hook. The flowers were bought at Michael's too. The butterflies are by Recollections.