It is difficult to tell in the photo; but there are three layers of squares...the top two are Soft Sky. I just sponged the last layer and stamped it with the Stitched background stamp. I used my Cricut to make the scalloped square, cuz I think I'm the last person on earth to not have any Nestabilities yet....but I AM thinking about it... You girls are gonna make me get one...I can just feel it!