I dug out some cotton that I dyed last year and used it for the background. These ATCs were to be non-paper but that suits me fine - I love using fabric. The images I printed onto fabric too and the little captions were sent to me when I hosted a swap, and seemed ideal. Finally, I sewed on a few beads. I like these so much that I'm going to make some to keep!! I padded 'Memories' but it was a nuisance to stitch as it kept shifting on the batting, so I left the other two without.