This was made to look grungy for a masculine look. Also had this leftover piece of Kraft clock themed wrapping paper from TJMaxx. I used it to make the background by corrugating/crimping it and sponging it then backing it with Black CS for added weight. The edges of the top panel are backed by a punched border made with the Martha Stewart Fence Punch. ( I knew there could be more uses for that punch! ha!)... the clock embellies were charms but I cut off the the holding loops to make stand alone embellishments on the top panel.