The background is PTI's Smoky Shadow, I layered on Memory Box's textured mini dots and slathered on some modeling paste colored with black enamel accents - LOVE the dimension this created. The flowers are from Verve Visual's Great Friend set. Each flower was stamped onto Tim Holtz water color paper and colored with Inktense Pencils; I used a distress marker for the inside "pink" lines, just free handed. the largest flower is mounted with dimensionals and I cut a few leaves from PTI's Simply Chartreuse using MFT's Layered Leaves. I also added some shading to the leaves with a distress marker. The sentiment was stamped in VersaMark on vellum and heat embossed with black embossing powder.