The background is the 'red' bubbles that turned 'pink' on the textured white cardstock. I mounted it on a cuttlebugged swirl pink paper that didn't work on another project. I mounted both of those on black cardstock for the card base. The faces are from Close to my Heart stampset Scrapbook Kids, Faces and Hands. Punched those out with a 7/8" hole punch and mounted on black 1" hole punch. The giggle sentiment is from SU! warm words set.